SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Omega Fund V, L.P. (Last) (First) (Middle) 185 DARTMOUTH STREET (Street) BOSTON MA 02116 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/07/2019	3. Issuer Name and Ticker or Trading Symbol Gossamer Bio, Inc. [ GOSS ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series Seed Preferred Stock	(1)	(1)	Common Stock	4,444,444	0.00	I	See footnote(2)
Series A Preferred Stock	(3)	(3)	Common Stock	1,583,248	0.00	I	See footnote(2)
Series B Preferred Stock	(4)	(4)	Common Stock	925,724	0.00	I	See footnote(2)

1. Name and Address of Reporting Person* Omega Fund V, L.P. (Last) (First) (Middle) 185 DARTMOUTH STREET (Street) BOSTON MA 02116 (City) (State) (Zip)

1. Name and Address of Reporting Person* Omega Fund V GP, L.P. (Last) (First) (Middle) 185 DARTMOUTH STREET (Street) BOSTON MA 02116 (City) (State) (Zip)

1. Name and Address of Reporting Person* Omega Fund V GP Manager, Ltd. (Last) (First) (Middle) 185 DARTMOUTH STREET (Street) BOSTON MA 02116 (City) (State) (Zip)

1. Name and Address of Reporting Person* Stampacchia Otello (Last) (First) (Middle) 185 DARTMOUTH STREET (Street) BOSTON MA 02116 (City) (State) (Zip)

Explanation of Responses:

1. The 20,000,000 shares of Series Seed Preferred Stock held by Omega Fund V, L.P. ("Omega V") are convertible, at any time, at the holder's election, at a ratio of 4.5 to one share of the Issuer's common stock. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series Seed Preferred Stock will automatically convert at a ratio of 4.5 to one share of the Issuer's common stock. The Series Seed Preferred Stock has no expiration date.

2. The reported securities are held directly by Omega V. The reported securities may be deemed to be beneficially owned by each of Omega Fund V GP, L.P. ("Omega V GP"), as the general partner of Omega V, and Omega Fund V GP Manager, Ltd. ("Omega V GP Manager"), as the general partner of Omega V GP. Otello Stampacchia, Richard Lim, Anne-Mari Paster and Claudio Nessi (the "Omega Directors") are all the shareholders and directors of Omega V GP Manager and have shared voting and investment power over the shares held by Omega V. Each of Omega V GP, Omega Fund V GP Manager and the Omega Directors disclaims beneficial ownership of the securities reported herein, except to the extent of its or their pecuniary interest therein, if any.

3. The 7,124,620 shares of Series A Preferred Stock held by Omega V are convertible, at any time, at the holder's election, at a ratio of 4.5 to one share of the Issuer's common stock. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series A Preferred Stock will automatically convert at a ratio of 4.5 to one share of the Issuer's common stock. The Series A Preferred Stock has no expiration date.

4. The 4,165,760 shares of Series B Preferred Stock held by Omega V are convertible, at any time, at the holder's election, at a ratio of 4.5 to one share of the Issuer's common stock. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series B Preferred Stock will automatically convert at a ratio of 4.5 to one share of the Issuer's common stock. The Series B Preferred Stock has no expiration date.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Anne-Mari Paster, as an authorized signatory of each Reporting Person	02/07/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

POWER OF ATTORNEY

    Know all by these presents, that each of the undersigned hereby constitutes
and appoints each other undersigned, such person's true and lawful
attorney-in-fact, to:

    (1)	execute for and on behalf of each of such person Forms 3, 4, and 5 and
Schedules 13D or 13G, as appropriate, and any required amendments thereto
(collectively, the "Reports"), with respect to their current or future
beneficial ownership of securities of any public company, in accordance with
Section 13(d) and/or Section 16(a) of the Securities Exchange Act of 1934, as
amended, and the respective rules (including Rule 13d-1) promulgated thereunder;

    (2)	do and perform any and all acts for and on behalf of such person which
may be necessary or desirable to complete and execute any such Report and timely
file such form with the United States Securities and Exchange Commission and any
stock exchange or similar authority; and

    (3)	take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of an attorney-in-fact, may be of benefit to, in
the best interest of, or legally required by, such person, it being understood
that the documents executed by an attorney-in-fact on behalf of such person
pursuant to this Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

    Each of the undersigned hereby grants to each attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that each
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. Each of the undersigned hereby ratifies and
confirms each Report that has been signed by any other undersigned prior to the
date hereof. Each of the undersigned
acknowledges that each foregoing attorney-in-fact, in serving in such capacity
at the request of the undersigned, is not assuming any of the undersigneds'
responsibilities to comply with Section 13(d) or Section 16 of the Securities
Exchange Act of 1934.

    This Power of Attorney shall remain in full force and effect until the
undersigned are no longer required to file Reports with respect to the
undersigneds' current or future holdings of and transactions in securities
issued by any public company, unless earlier revoked by the undersigned in a
signed writing delivered to each foregoing attorney-in-fact.

    IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be
executed as of dates set forth opposite their names.

Dated: 7/18/18                /s/ Otello Stampacchia
                              Otello Stampacchia

Dated: 7/18/18                /s/ Richard Lim
                              Richard Lim

Dated: 7/18/18                /s/ Anne-Mari Paster
                              Anne-Mari Paster