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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Aranda Richard

(Last)

(First)

(Middle)

3013 SCIENCE PARK ROAD

(Street)

SAN DIEGO

92121

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Gossamer Bio, Inc. [ GOSS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Medical Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/05/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$22.1	05/05/2023		D			45,000	⁽¹⁾	03/25/2029	Common Stock	45,000	⁽²⁾	0	D
Stock Option (Right to Buy)	$16.4	05/05/2023		D			13,750	⁽³⁾	12/23/2029	Common Stock	13,750	⁽⁴⁾	0	D
Stock Option (Right to Buy)	$14.55	05/05/2023		D			34,175	⁽⁵⁾	02/14/2030	Common Stock	34,175	⁽⁶⁾	0	D
Stock Option (Right to Buy)	$9.79	05/05/2023		D			60,000	⁽⁷⁾	02/25/2031	Common Stock	60,000	⁽⁸⁾	0	D
Stock Option (Right to Buy)	$8.47	05/05/2023		D			30,000	⁽⁹⁾	06/21/2031	Common Stock	30,000	⁽¹⁰⁾	0	D
Stock Option (Right to Buy)	$11.94	05/05/2023		D			190,000	⁽¹¹⁾	01/05/2032	Common Stock	190,000	⁽¹²⁾	0	D
Stock Option (Right to Buy)	$1.36⁽¹³⁾	05/05/2023		A		30,000		⁽¹⁾	03/25/2029	Common Stock	30,000	⁽²⁾	30,000	D
Stock Option (Right to Buy)	$1.36⁽¹³⁾	05/05/2023		A		9,167		⁽³⁾	12/23/2029	Common Stock	9,167	⁽⁴⁾	9,167	D
Stock Option (Right to Buy)	$1.36⁽¹³⁾	05/05/2023		A		22,784		⁽⁵⁾	02/14/2030	Common Stock	22,784	⁽⁶⁾	22,784	D
Stock Option (Right to Buy)	$1.36⁽¹³⁾	05/05/2023		A		40,000		⁽⁷⁾	02/25/2031	Common Stock	40,000	⁽⁸⁾	40,000	D
Stock Option (Right to Buy)	$1.36⁽¹³⁾	05/05/2023		A		20,000		⁽⁹⁾	06/21/2031	Common Stock	20,000	⁽¹⁰⁾	20,000	D
Stock Option (Right to Buy)	$1.36⁽¹³⁾	05/05/2023		A		126,667		⁽¹¹⁾	01/05/2032	Common Stock	126,667	⁽¹²⁾	126,667	D

Explanation of Responses:

1. The shares subject to the option are fully vested.

2. On May 5, 2023, the Issuer canceled an option granted on March 25, 2019. In exchange for the canceled option, the reporting person received 30,000 options to purchase common stock having a lower exercise price with the same vesting terms.

3. 25% of the total number of shares subject to the option vested on December 23, 2020 and 1/48th of the total number of shares subject to the option vest on the last day of each one-month period thereafter, subject to the Reporting Person's continuous service to the Issuer on each such vesting date.

4. On May 5, 2023, the Issuer canceled an option granted on December 23, 2019. In exchange for the canceled option, the reporting person received 9,167 options to purchase common stock having a lower exercise price with the same vesting terms.

5. 25% of the total number of shares subject to the option vested on February 14, 2021 and 1/48th of the total number of shares subject to the option vest on the last day of each one-month period thereafter, subject to the Reporting Person's continuous service to the Issuer on each such vesting date.

6. On May 5, 2023, the Issuer canceled an option granted on February 14, 2020. In exchange for the canceled option, the reporting person received 22,784 options to purchase common stock having a lower exercise price with the same vesting terms.

7. 25% of the total number of shares subject to the option vested on February 25, 2022 and 1/48th of the total number of shares subject to the option vest on the last day of each one-month period thereafter, subject to the Reporting Person's continuous service to the Issuer on each such vesting date.

8. On May 5, 2023, the Issuer canceled an option granted on February 25, 2021. In exchange for the canceled option, the reporting person received 40,000 options to purchase common stock having a lower exercise price with the same vesting terms.

9. 25% of the total number of shares subject to the option vested on June 21, 2022 and 1/48th of the total number of shares subject to the option vest on the last day of each one-month period thereafter, subject to the Reporting Person's continuous service to the Issuer on each such vesting date.

10. On May 5, 2023, the Issuer canceled an option granted on June 21, 2021. In exchange for the canceled option, the reporting person received 20,000 options to purchase common stock having a lower exercise price with the same vesting terms.

11. One-third of the total number of shares subject to the option vested on January 6, 2023 and 1/36th of the total number of shares subject to the option vest on the last day of each one-month period thereafter, subject to the Reporting Person's continuous service to the Issuer on each such vesting date.

12. On May 5, 2023, the Issuer canceled an option granted on January 6, 2022. In exchange for the canceled option, the reporting person received 126,667 options to purchase common stock having a lower exercise price with the same vesting terms.

13. The exercise price of the option is $1.36 per share, representing the fair market value per share of the Issuer's common stock on the date of grant; provided that in the event the option is exercised prior to May 5, 2024, or the Reporting Person's employment terminates prior to May 5, 2024 other than due to death, disability or circumstances giving rise to severance under the Reporting Person's employment agreement, the exercise price will be increased to the exercise price of the cancelled option in exchange for which this option was granted.

Remarks:

	/s/ Jeff Boerneke, Attorney-in-Fact	05/09/2023
	** 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 4 (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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