Sec Form 4 Filing - Clarus Lifesciences III, L.P. @ Forty Seven, Inc. - 2018-07-02

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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
Clarus Lifesciences III, L.P.
2. Issuer Name and Ticker or Trading Symbol
Forty Seven, Inc. [ FTSV]
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)
101 MAIN STREET, 12TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
07/02/2018
(Street)
CAMBRIDGE, MA02142
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 07/02/2018 C 938,489 A 938,489 I See foonote ( 2 )
Common Stock 07/02/2018 C 755,780 A 1,694,269 I See footnote ( 2 )
Common Stock 07/02/2018 C 1,922,682 A 3,616,951 I See footnote ( 2 )
Common Stock 07/02/2018 P 200,000 A $ 16 3,816,951 I See footnote ( 2 )
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 ) 07/02/2018 C 938,489 ( 1 ) ( 1 ) Common Stock 938,489 ( 1 ) 0 I See footnote ( 2 )
Series A-2 Preferred Stock ( 1 ) 07/02/2018 C 755,780 ( 1 ) ( 1 ) Common Stock 755,780 ( 1 ) 0 I See foonote ( 2 )
Series B Preferred Stock ( 1 ) 07/02/2018 C 1,922,682 ( 1 ) ( 1 ) Common Stock 1,922,682 ( 1 ) 0 I See footnote ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Clarus Lifesciences III, L.P.
101 MAIN STREET, 12TH FLOOR
CAMBRIDGE, MA02142
X
Clarus Ventures III GP, L.P.
101 MAIN STREET, 12TH FLOOR
CAMBRIDGE, MA02142
X
Clarus Ventures III, LLC
101 MAIN STREET, 12TH FLOOR
CAMBRIDGE, MA02142
X
HENNER DENNIS
101 MAIN STREET, 12TH FLOOR
CAMBRIDGE, MA02142
X X
GALAKATOS NICHOLAS
101 MAIN STREET, 12TH FLOOR
CAMBRIDGE, MA02142
X
LIPTAK ROBERT
101 MAIN STREET, 12TH FLOOR
CAMBRIDGE, MA02142
X
Simon Nicholas
101 MAIN STREET, 12TH FLOOR
CAMBRIDGE, MA02142
X
Requadt Scott
101 MAIN STREET, 12TH FLOOR
CAMBRIDGE, MA02142
X
WHEELER KURT
101 MAIN STREET, 12TH FLOOR
CAMBRIDGE, MA02142
X
Signatures
Clarus Lifesciences III, L.P., by Clarus Ventures III GP, LP, its general partner, by Clarus Ventures III LLC, its general partner, /s/ Robert Liptak, Managing Director 07/02/2018
Signature of Reporting Person Date
Clarus Ventures III GP, L.P., by Clarus Ventures III LLC, its general partner, /s/ Robert Liptak, Managing Director 07/02/2018
Signature of Reporting Person Date
Clarus Ventures III LLC, /s/ Robert Liptak, Managing Director 07/02/2018
Signature of Reporting Person Date
/s/ Dennis J. Henner 07/02/2018
Signature of Reporting Person Date
/s/ Nicholas Galakatos 07/02/2018
Signature of Reporting Person Date
/s/ Robert Liptak 07/02/2018
Signature of Reporting Person Date
/s/ Nicholas Simon 07/02/2018
Signature of Reporting Person Date
/s/ Scott Requadt 07/02/2018
Signature of Reporting Person Date
/s/ Kurt Wheeler 07/02/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Issuer's preferred stock automatically converted into an equal number of shares of Issuer's common stock immediately upon the closing o f the Issuer's initial public offering and has no expiration date.
( 2 )Clarus Ventures III GP, LP, or GPLP, as the sole general partner of Clarus Lifesciences III, LP, or Clarus, may be deemed to beneficially own certain of the shares held by Clarus. GPLP disclaims beneficial ownership of all shares held by Clarus in which the GPLP does not have a pecuniary interest. Clarus Ventures III, LLC, or GPLLC, as the sole general partner of the GPLP, may be deemed to beneficially own certain of the shares held by Clarus. GPLLC disclaims beneficial ownership of all shares held by Clarus in which it does not have an actual pecuniary interest. Each of Dennis Henner, Nicholas Galakatos, Robert Liptak, Nicholas Simon, Scott Requadt and Kurt Wheeler, as individual managing directors of GPLLC, may be deemed to beneficially own certain of the shares held of record by Clarus. Dr. Henner and Messrs. Galakatos, Liptak, Simon, Requadt and Wheeler disclaims beneficial ownership of all shares held of record by Clarus in which they do not have an actual pecuniary interest.

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