Sec Form 4 Filing - GILLIS STEVEN @ Codiak BioSciences, Inc. - 2022-09-13

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 GILLIS STEVEN 2. Issuer Name and Ticker or Trading Symbol Codiak BioSciences, Inc. [ CDAK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ARCH VENTURE PARTNERS, 8755 WEST HIGGINS ROAD, SUITE 1025 3. Date of Earliest Transaction (MM/DD/YY) 09/13/2022 (Street) CHICAGO, IL60631 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 09/13/2022 P( 1 ) 5,000,000 A 7,503,903 I See footnotes( 2 )( 3 ) Common Stock 10,250 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 Warrant (Right to Buy) $ 1.875 09/13/2022 P 5,000,000 09/13/2022 09/13/2027 Common Stock 5,000,000 ( 1 ) 5,000,000 I See footnotes( 2 )( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GILLIS STEVEN C/O ARCH VENTURE PARTNERS 8755 WEST HIGGINS ROAD, SUITE 1025 CHICAGO, IL60631 X Signatures /s/ Mark McDonnell by Power of Attorney for Steven Gillis 09/15/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares purchased in a private investment in public equity transaction on September 13, 2022. Accompanying the Common Stock is one Series A Warrant to purchase one share of common stock at an exercise price of $1.875 per share. ( 2 )Shares and warrants held by ARCH Venture Fund VIII, L.P. ("ARCH Fund VIII"). The sole general partner of ARCH Fund VIII is ARCH Venture Partners VIII, L.P. ("ARCH Partners VIII"), which may be deemed to beneficially own the shares and warrants held by ARCH Fund VIII. The sole general partner of ARCH Partners VIII is ARCH Venture Partners VIII, LLC ("ARCH VIII LLC"), which may be deemed to beneficially own the shares and warrants held by ARCH Fund VIII. ARCH Partners VIII and ARCH VIII LLC disclaim beneficial ownership of such shares and warrants, except to the extent of any pecuniary interest therein. The managing directors of ARCH VIII LLC are Keith L. Crandell, Clinton Bybee and Robert Nelsen, and they may be deemed to beneficially own the shares and warrants held by ARCH Fund VIII. Messrs. Crandell, Bybee and Nelsen disclaim beneficial ownership of such shares and warrants, except to the extent of any pecuniary interest therein. ( 3 )The Reporting Person is a managing director at ARCH Partners VIII and owns an interest in ARCH Partners VIII but does not have voting or investment control over the shares and warrants held by ARCH Fund VIII. The Reporting Person disclaims beneficial ownership of such shares and warrants, except to the extent of any pecuniary interest therein.

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).

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