Sec Form 4 Filing - EHRLICH JASON @ Kodiak Sciences Inc. - 2020-04-09

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person EHRLICH JASON 2. Issuer Name and Ticker or Trading Symbol Kodiak Sciences Inc. [ KOD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) 2631 HANOVER STREET 3. Date of Earliest Transaction (MM/DD/YY) 04/09/2020 (Street) PALO ALTO, CA94304 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 Common Stock 04/09/2020 M 15,000 A 37,542 D Common Stock 04/09/2020 F 4,058 ( 2 ) D $ 50.67 33,484 D Common Stock 04/09/2020 S 938 ( 3 ) D $ 47.5394 ( 4 ) 32,546 D Common Stock 04/09/2020 S 345 ( 3 ) D $ 48.7046 ( 5 ) 32,201 D Common Stock 04/09/2020 S 917 ( 3 ) D $ 49.5478 ( 6 ) 31,284 D

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 Restricted Stock Units ( 1 ) 04/09/2020 M 15,000 ( 7 ) ( 7 ) Common Stock 15,000 $ 0 15,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other EHRLICH JASON 2631 HANOVER STREET PALO ALTO, CA94304 See Remarks Signatures /s/ Carlton Fleming, Attorney-in-Fact for Jason Ehrlich 04/13/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit ("RSU") represents a contingent right to receive one (1) share of the Issuer's common stock. ( 2 )Represents shares withheld by the Issuer to satisfy the Reporting Person's tax withholding obligation in connection with the vesting and settlement of 25% of the Reporting Person's restricted stock units granted on October 9, 2018. Such withholding is exempt from Section 16(b) pursuant to Rule 16b-3(e). ( 3 )These sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person. These sales were made to cover tax withholding obligations in connection with vesting and settlement of 25% of the Reporting Person's RSU granted on October 9, 2018. ( 4 )The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $47.095 to $48.045, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in these footnotes. ( 5 )The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $48.185 to $49.00, inclusive. ( 6 )The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $49.29 to $49.83, inclusive. ( 7 )50% of the RSU vested 12 months after October 9, 2018 (the "Grant Date"), 25% of the RSU vested 18 months after the Grant Date and 25% of the RSU vest 24 months after the Grant Date.

Remarks: Chief Medical Officer and Chief Development Officer

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.
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.