Sec Form 4 Filing - Sathyanarayanan Sriram @ Codiak BioSciences, Inc. - 2022-01-19

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Sathyanarayanan Sriram 2. Issuer Name and Ticker or Trading Symbol Codiak BioSciences, Inc. [ CDAK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Scientific Officer (Last) (First) (Middle) C/O CODIAK BIOSCIENCES, INC., 35 CAMBRIDGEPARK DRIVE, SUITE 500 3. Date of Earliest Transaction (MM/DD/YY) 01/19/2022 (Street) CAMBRIDGE, MA02140 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (Right to Buy) $ 7.21 01/19/2022 A 45,000 ( 1 ) 01/18/2032 Common Stock 45,000 $ 0 45,000 D Restricted Stock Units ( 2 ) 01/19/2022 A 8,500 ( 3 ) ( 3 ) Common Stock 8,500 $ 0 8,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sathyanarayanan Sriram C/O CODIAK BIOSCIENCES, INC. 35 CAMBRIDGEPARK DRIVE, SUITE 500 CAMBRIDGE, MA02140 Chief Scientific Officer Signatures /s/ Yalonda Howze, Attorney-in-Fact for Sriram Sathyanarayanan 01/21/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )25% of this option shall vest and become exercisable on January 19, 2023, with the remainder vesting in 12 equal quarterly installments thereafter. ( 2 )Each restricted stock unit represents a contingent right to receive one share of common stock. ( 3 )On January 19, 2022, the reporting person was granted 8,500 restricted stock units, vesting in three equal annual installments beginning on the first anniversary of the grant 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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