Sec Form 4 Filing - BAKER BROS. ADVISORS LP @ Kodiak Sciences Inc. - 2018-10-09

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

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1. Name and Address of Reporting Person BAKER BROS. ADVISORS LP 2. Issuer Name and Ticker or Trading Symbol Kodiak Sciences Inc. [ KOD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 860 WASHINGTON STREET, 3RD FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 10/09/2018 (Street) NEW YORK, NY10014 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 10/09/2018 C 372,792 A 372,792 I See Footnotes ( 1 ) ( 2 ) ( 8 ) ( 9 ) Common Stock 10/09/2018 C 4,627,208 A 4,627,208 I See Footnotes ( 1 ) ( 3 ) ( 8 ) ( 9 ) Common Stock 10/09/2018 C 58,989 A $ 5 ( 4 ) 431,781 I See Footnotes ( 2 ) ( 4 ) ( 8 ) ( 9 ) Common Stock 10/09/2018 C 732,198 A $ 5 ( 4 ) 5,359,406 I See Footnotes ( 3 ) ( 4 ) ( 8 ) ( 9 ) Common Stock 10/09/2018 J 86,501 A 518,282 I See Footnotes ( 2 ) ( 5 ) ( 8 ) ( 9 ) Common Stock 10/09/2018 J 767,427 A 6,126,833 I See Footnotes ( 3 ) ( 5 ) ( 8 ) ( 9 ) Common Stock 10/09/2018 P 251,898 A $ 10 770,180 I See Footnotes ( 2 ) ( 6 ) ( 8 ) ( 9 ) Common Stock 10/09/2018 P 2,248,102 A $ 10 8,374,935 I See Footnotes ( 3 ) ( 6 ) ( 8 ) ( 9 )

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 B Redeemable Convertible Preferred Shares ( 1 ) 10/09/2018 C 372,792 ( 1 ) ( 1 ) Common Stock 372,792 ( 7 ) 0 I See Footnotes ( 1 ) ( 2 ) ( 8 ) ( 9 ) Series B Redeemable Convertible Preferred Shares ( 1 ) 10/09/2018 C 4,627,208 ( 1 ) ( 1 ) Common Stock 4,627,208 ( 7 ) 0 I See Footnotes ( 1 ) ( 3 ) ( 8 ) ( 9 ) Secured Bridge Notes 30% 12/1/2020 $ 5 ( 4 ) 10/09/2018 C 294,948 01/31/2018 12/01/2020 Common Stock 58,989 ( 7 ) 0 I See Footnotes ( 2 ) ( 4 ) ( 8 ) ( 9 ) Secured Bridge Notes 30% 12/1/2020 $ 5 ( 4 ) 10/09/2018 C 3,660,993 01/31/2018 12/01/2020 Common Stock 732,198 ( 7 ) 0 I See Footnotes ( 3 ) ( 4 ) ( 8 ) ( 9 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BAKER BROS. ADVISORS LP 860 WASHINGTON STREET 3RD FLOOR NEW YORK, NY10014 X X 667, L.P. 860 WASHINGTON STREET, 3RD FLOOR NEW YORK, NY10014 X X Baker Bros. Advisors (GP) LLC 860 WASHINGTON STREET 3RD FLOOR NEW YORK, NY10014 X X Baker Brothers Life Sciences LP 860 WASHINGTON STREET 3RD FLOOR NEW YORK, NY10014 X X BAKER FELIX 860 WASHINGTON STREET 3RD FLOOR NEW YORK, NY10014 X X BAKER JULIAN 860 WASHINGTON STREET, 3RD FLOOR NEW YORK, NY10014 X X Signatures By: Baker Bros. Advisors LP, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing 10/11/2018 Signature of Reporting Person Date Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to 667, L.P., pursuant to authority granted by Baker Biotech Capital, L.P., GP to 667, L.P. Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing 10/11/2018 Signature of Reporting Person Date By: Baker Bros. Advisors (GP) LLC, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing 10/11/2018 Signature of Reporting Person Date Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to BAKER BROTHERS LIFE SCIENCES, L.P., pursuant to authority granted by Baker Brothers Life Sciences Capital, L.P., GP to Baker Brothers Life Sciences, L.P., /s/ Scott L. Lessing Title: President 10/11/2018 Signature of Reporting Person Date /s/ Felix J. Baker 10/11/2018 Signature of Reporting Person Date /s/ Julian C. Baker 10/11/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents common stock of Kodiak Sciences Inc. (the "Issuer") received upon conversion of the Issuer's Series B Redeemable Convertible Preferred Stock ("Series B Preferred") which automatically converted into common stock of the Issuer ("Common Stock") on a 1 for 1 basis without consideration upon closing of the initial public offering of the Issuer ("IPO"). The Series B Preferred did not have an expiration date and were convertible, at any time, at the holder's election, into Common Stock. ( 2 )After giving effect to the transactions reported herein, and as a result of their ownership interest in Baker Biotech Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in the Issuer's securities reported in column 5 of Table I directly held by 667, L.P. ("667"), a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667. ( 3 )After giving effect to the transactions reported herein, and as a result of their ownership interest in Baker Brothers Life Sciences Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in the Issuer's securities reported in column 5 of Table I directly held by Baker Brothers Life Sciences, L.P. ("Life Sciences" and together with "667", the "Funds"), a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences. ( 4 )Represents Common Stock received upon conversion of the Issuer's 30% Secured Bridge Notes with a maturity date of December 1, 2020 ("Secured Bridge Notes") which automatically converted into Common Stock at a conversion price of $5.00 ("Secured Note Conversion Price") without consideration upon closing of the IPO. The Secured Bridge Notes were convertible, at any time, at the option of the holder after January 31, 2018, into Common Stock. ( 5 )Represents Common Stock received upon conversion of the Issuer's 6% Unsecured Bridge Notes with a maturity date of December 1, 2020 ("Unsecured Bridge Notes") which automatically converted into Common Stock at a conversion price of $8.00 or 80% of the IPO price ("Unsecured Note Conversion Price") without consideration upon closing of the IPO. ( 6 )667 and Life Sciences purchased 251,898 and 2,248,102 shares of Common Stock, respectively, for $10.00 per share in the IPO that closed on October 9, 2018. ( 7 )Pursuant to Instruction 4(c)(iii), this response has been left blank. ( 8 )Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held by the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds. ( 9 )Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.

Remarks: Felix J. Baker, a managing member of Baker Bros. Advisors (GP) LLC is a director of Kodiak Sciences Inc. (the "Issuer"). By virtue of his representation on the Board of Directors ofthe Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons are deemed directors by deputization of the Issuer.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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