Sec Form 4 Filing - ARCH Venture Partners VII, LLC @ Unity Biotechnology, Inc. - 2018-05-07

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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
ARCH Venture Partners VII, LLC
2. Issuer Name and Ticker or Trading Symbol
Unity Biotechnology, Inc. [ UBX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
8755 W. HIGGINS ROAD, SUITE 1025
3. Date of Earliest Transaction (MM/DD/YY)
05/07/2018
(Street)
CHICAGO, IL60631
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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
Common Stock 05/07/2018 C 2,030,625 A 2,070,172 I See Footnote ( 3 ) ( 5 )
Common Stock 05/07/2018 C 4,228,432 A 6,298,604 I See Footnote ( 3 ) ( 5 )
Common Stock 05/07/2018 C 2,067,160 A 8,365,764 I See Footnote ( 3 ) ( 5 )
Common Stock 05/07/2018 C 1,486,745 A 1,486,745 I See Footnote ( 4 ) ( 5 )
Common Stock 05/07/2018 C 195,672 A 1,682,417 I See Footnote ( 4 ) ( 5 )
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
Series A-1 Preferred Stock ( 1 ) 05/07/2018 C 2,030,625 ( 1 ) ( 2 ) Common Stock 2,030,625 ( 1 ) 0 I See Footnote ( 3 ) ( 5 )
Series A-2 Preferred Stock ( 1 ) 05/07/2018 C 4,228,432 ( 1 ) ( 2 ) Common Stock 4,228,432 ( 1 ) 0 I See Footnote ( 3 ) ( 5 )
Series B Preferred Stock ( 1 ) 05/07/2018 C 2,067,160 ( 1 ) ( 2 ) Common Stock 2,067,160 ( 1 ) 0 I See Footnote ( 3 ) ( 5 )
Series B Preferred Stock ( 1 ) 05/07/2018 C 1,486,745 ( 1 ) ( 2 ) Common Stock 1,486,745 ( 1 ) 0 I See Footnote ( 4 ) ( 5 )
Series C Preferred Stock ( 1 ) 05/07/2018 C 195,672 ( 1 ) ( 2 ) Common Stock 195,672 ( 1 ) 0 I See Footnote ( 4 ) ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ARCH Venture Partners VII, LLC
8755 W. HIGGINS ROAD
SUITE 1025
CHICAGO, IL60631
X
ARCH Venture Partners VII, L.P.
8755 W. HIGGINS ROAD
SUITE 1025
CHICAGO, IL60631
X
ARCH Venture Fund VII, L.P.
8755 W HIGGINS
SUITE 1025
CHICAGO, IL60631
X
ARCH Venture Partners VIII, LLC
C/O ARCH VENTURE PARTNERS VIII, LLC
8755 W. HIGGINS ROAD, SUITE 1025
CHICAGO, IL60631
X
ARCH Venture Fund VIII Overage, L.P.
C/O ARCH VENTURE PARTNERS VIII, LLC
8755 W. HIGGINS ROAD, SUITE 1025
CHICAGO, IL60631
X
CRANDELL KEITH
C/O ARCH VENTURE PARTNERS VIII, LLC
8755 W. HIGGINS ROAD, SUITE 1025
CHICAGO, IL60631
X
BYBEE CLINTON
C/O ARCH VENTURE PARTNERS VIII, LLC
8755 W. HIGGINS ROAD, SUITE 1025
CHICAGO, IL60631
X
Signatures
ARCH Venture Fund VIII Overage, L.P., ARCH Venture Partners VIII, LLC, its General Partner, By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director 05/07/2018
Signature of Reporting Person Date
ARCH Venture Fund VII, L.P., By: ARCH Venture Partners VII, L.P., its General Partner, By: ARCH Venture Partners VII, LLC, its General Partner, By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director 05/07/2018
Signature of Reporting Person Date
ARCH Venture Partners VII, L.P., By: ARCH Venture Partners VII, LLC, its General Partner, By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director 05/07/2018
Signature of Reporting Person Date
ARCH Venture Partners VIII, LLC, By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director 05/07/2018
Signature of Reporting Person Date
ARCH Venture Partners VII, LLC, By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director 05/07/2018
Signature of Reporting Person Date
Clinton Bybee, Managing Director, By: /s/ Mark McDonnell, as Attorney-in-Fact 05/07/2018
Signature of Reporting Person Date
Keith Crandell, Managing Director, By: /s/ Mark McDonnell, as Attorney-in-Fact 05/07/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares of the Issuer's Preferred Stock automatically converted into shares of the Issuer's Common Stock, for no additional consideration, on a 1:1 basis immediately prior to the consummation of the Issuer's initial public offering.
( 2 )The expiration date is not relevant to the conversion of these securities.
( 3 )The shares are directly held by ARCH Venture Fund VII, L.P. ("ARCH VII"). ARCH Venture Partners VII, L.P. (the "GPLP"), as the sole general partner of ARCH VII, may be deemed to beneficially own certain of the shares held by ARCH VII. ARCH Venture Partners VII, LLC ("GPLLC"), as the sole general partner of GPLP, may be deemed to beneficially own the shares held by GPLP. GPLP and GPLLC disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
( 4 )The shares are directly held by ARCH Venture Fund VIII Overage, L.P. ("ARCH Overage"). ARCH Venture Partners VIII, LLC (the "AVP GPLLC"), as the sole general partner of ARCH Overage, may be deemed to beneficially own the shares held by ARCH Overage. AVP GPLLC disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
( 5 )The managing directors of GPLLC and AVP GPLLC are Keith Crandell and Clinton Bybee, and they may be deemed to beneficially own the shares held by ARCH Fund VII and ARCH Overage. Messrs. Crandell and Bybee disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein.

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