SEC FORM 3 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*
ARCH Venture Partners IX, LLC

(Last) (First) (Middle)
8755 W. HIGGINS ROAD
SUITE 1025

(Street)
CHICAGO IL 60631

(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 A Preferred Stock (1) (1) Common Stock 3,682,539 0.00 I See footnotes(2)(3)
Series A Preferred Stock (1) (1) Common Stock 3,682,539 0.00 I See footnotes(3)(4)
Series B Preferred Stock (5) (5) Common Stock 345,419 0.00 I See footnotes(2)(3)
Series B Preferred Stock (5) (5) Common Stock 345,419 0.00 I See footnotes(3)(4)
1. Name and Address of Reporting Person*
ARCH Venture Partners IX, LLC

(Last) (First) (Middle)
8755 W. HIGGINS ROAD
SUITE 1025

(Street)
CHICAGO IL 60631

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ARCH Venture Partners IX, L.P.

(Last) (First) (Middle)
8755 W. HIGGINS ROAD, SUITE 1025

(Street)
CHICAGO IL 60631

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ARCH Venture Partners IX Overage, L.P.

(Last) (First) (Middle)
8755 W. HIGGINS ROAD, SUITE 1025

(Street)
CHICAGO IL 60631

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ARCH Venture Fund IX, L.P.

(Last) (First) (Middle)
8755 W. HIGGINS ROAD, SUITE 1025

(Street)
CHICAGO IL 60631

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ARCH Venture Fund IX Overage, L.P.

(Last) (First) (Middle)
8755 W. HIGGINS ROAD, SUITE 1025

(Street)
CHICAGO IL 60631

(City) (State) (Zip)
1. Name and Address of Reporting Person*
NELSEN ROBERT

(Last) (First) (Middle)
C/O ARCH VENTURE PARTNERS IX, LLC
8755 W. HIGGINS ROAD, SUITE 1025

(Street)
CHICAGO IL 60631

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CRANDELL KEITH

(Last) (First) (Middle)
C/O ARCH VENTURE PARTNERS IX, LLC
8755 W. HIGGINS ROAD, SUITE 1025

(Street)
CHICAGO IL 60631

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BYBEE CLINTON

(Last) (First) (Middle)
C/O ARCH VENTURE PARTNERS IX, LLC
8755 W. HIGGINS ROAD, SUITE 1025

(Street)
CHICAGO IL 60631

(City) (State) (Zip)
Explanation of Responses:
1. Each of the 16,571,429 and 16,571,428 shares of Series A Preferred Stock held by ARCH Venture Fund IX, L.P. ("ARCH IX") and ARCH Venture Fund IX Overage, L.P. ("ARCH Overage"), respectively, is 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, for no additional consideration, 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.
2. These shares are directly held by ARCH IX. ARCH Venture Partners IX, L.P. ("GPLP"), as the sole general partner of ARCH IX, may be deemed to beneficially own the shares held by ARCH IX. ARCH Venture Partners IX, LLC ("GPLLC"), as the sole general partner of GPLP, may be deemed to beneficially own the shares held by GPLP. As managing directors of GPLLC, each of Keith Crandell, Clinton Bybee and Robert Nelsen (the "ARCH Managing Directors"), may be deemed to beneficially own the shares held by GPLLC.
3. Each of GPLP, Overage GPLP, GPLLC and the ARCH Managing Directors disclaims beneficial ownership of the securities reported herein, except to the extent of their pecuniary interest therein, if any.
4. These shares are directly held by ARCH Overage. ARCH Venture Partners IX Overage, L.P. ("Overage GPLP"), as the sole general partner of ARCH Overage, may be deemed to beneficially own the shares held by ARCH Overage. GPLLC, as the sole general partner of Overage GPLP, may be deemed to beneficially own the shares held by Overage GPLP. As managing directors of GPLLC, each of the ARCH Managing Directors may be deemed to beneficially own the shares held by GPLLC.
5. Each of the 1,554,388 and 1,554,388 shares of Series B Preferred Stock held by ARCH IX and ARCH Overage, respectively, is 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, for no additional consideration, 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
ARCH Venture Partners IX, LLC, By: /s/ Mark McDonnell, as Attorney-in-Fact for Robert Nelsen, Managing Director 02/07/2019
ARCH Venture Partners IX, L.P., By: ARCH Venture Partners IX, LLC, its General Partner, By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director 02/07/2019
ARCH Venture Partners IX Overage, L.P., By: ARCH Venture Partners IX, LLC, its General Partner, By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director 02/07/2019
ARCH Venture Fund IX, L.P., By: ARCH Venture Partners IX, L.P., its General Partner, By: ARCH Venture Partners IX, LLC, its General Partner, By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director 02/07/2019
ARCH Venture Fund IX Overage, L.P., By: ARCH Venture Partners IX Overage, L.P., its General Partner, By: ARCH Venture Partners IX, LLC, its General Partner, By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director 02/07/2019
Robert Nelsen, Managing Director, By: /s/ Mark McDonnell, as Attorney-in-Fact 02/07/2019
Keith Crandell, Managing Director, By: /s/ Mark McDonnell, as Attorney-in-Fact 02/07/2019
Clinton Bybee, Managing Director, By: /s/ Mark McDonnell, as Attorney-in-Fact 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.
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POWERS OF ATTORNEY

	KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
hereby constitutes and appoints Mark McDonnell his or its true and lawful
attorney-in-fact, with full power of substitution, to sign any and all
instruments, certificates and documents that may be necessary, desirable or
appropriate to be executed on behalf of himself as an individual or in his
capacity as a direct or indirect general partner, member, director, officer or
manager of any partnership, corporation or limited liability company, pursuant
to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and any and all regulations promulgated thereunder, and to file
the same, with all exhibits thereto, and any other documents in connection
therewith, with the Securities and Exchange Commission, and with any other
entity when and if such is mandated by the Exchange Act or by the Financial
Industry Regulatory Authority, granting unto said attorney-in-fact full power
and authority to do and perform each and every act and thing necessary,
desirable or appropriate, fully to all intents and purposes as he might or could
do in person, thereby ratifying and confirming all that said attorney-in-fact,
or his substitutes, may lawfully do or cause to be done by virtue hereof.  This
Power of Attorney shall remain in full force and effect with respect to each
undersigned person unless and until six months after such person is both no
longer a Managing Director of ARCH Venture Partners and no longer serving on the
board of directors of any portfolio company of any ARCH Venture Partners fund.

	IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 29th day
of January, 2019.

ARCH VENTURE FUND IX, L.P.

By:  	ARCH Venture Partners IX, L.P.
             its General Partner

By:  	ARCH Venture Partners IX, LLC
	     its General Partner

	      By:    /s/Keith Crandell
		     Managing Director

ARCH VENTURE PARTNERS IX, L.P.

By:  	ARCH Venture Partners IX, LLC
	     its General Partner

	      By:    /s/Keith Crandell
                     Managing Director

ARCH VENTURE FUND IX OVERAGE, L.P.

By:  	ARCH Venture Partners IX Overage, L.P.
	      its General Partner

By:  	ARCH Venture Partners IX, LLC
	      its General Partner

	      By:    /s/Keith Crandell
		     Managing Director

ARCH VENTURE PARTNERS IX OVERAGE, L.P.
By:  	ARCH Venture Partners IX, LLC
	      its General Partner

	      By:    /s/Keith Crandell
                     Managing Director

ARCH VENTURE PARTNERS IX, LLC

By:    /s/Robert Nelsen
       Managing Director

       /s/Keith Crandell
       Keith Crandell

       /s/Kristina Burow
       Kristina Burow

       /s/Clinton Bybee
       Clinton Bybee

       /s/Robert Nelsen
       Robert Nelsen