Sec Form 4 Filing - Thompson Peter A. @ Silverback Therapeutics, Inc. - 2020-12-08

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
Thompson Peter A.
2. Issuer Name and Ticker or Trading Symbol
Silverback Therapeutics, Inc. [ SBTX]
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)
C/O SILVERBACK THERAPEUTICS, INC., 500 FAIRVIEW AVENUE N, SUITE 600
3. Date of Earliest Transaction (MM/DD/YY)
12/08/2020
(Street)
SEATTLE, WA98109
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 12/08/2020 P( 1 ) 238,100 A $ 21 507,423 I By OrbiMed Private Investments VI, LP ( 2 ) ( 3 )
Common Stock 12/08/2020 C 3,462,737 ( 4 ) A 3,970,160 I By OrbiMed Private Investments VI, LP ( 2 ) ( 3 )
Common Stock 12/08/2020 C 2,493,741 ( 4 ) A 6,463,901 I By OrbiMed Private Investments VI, LP ( 2 ) ( 3 )
Common Stock 12/08/2020 C 1,055,287 ( 4 ) A 7,519,188 I By OrbiMed Private Investments VI, LP ( 2 ) ( 3 )
Common Stock 12/08/2020 P( 1 ) 952,377 A $ 21 952,377 I By OrbiMed Partners Master Fund Limited ( 5 )
Common Stock 269,323 I By OPI VI -IP HoldCo LLC ( 3 ) ( 6 )
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 Preferred Stock ( 4 ) 12/08/2020 C 12,857,142 ( 4 ) ( 4 ) Common Stock 3,462,737 $ 0 0 I By OrbiMed Private Investments VI, LP ( 2 ) ( 3 )
Series B Preferred Stock ( 4 ) 12/08/2020 C 9,259,259 ( 4 ) ( 4 ) Common Stock 2,493,741 $ 0 0 I By OrbiMed Private Investments VI, LP ( 2 ) ( 3 )
Series C Preferred Stock ( 4 ) 12/08/2020 C 3,918,279 ( 4 ) ( 4 ) Common Stock 1,055,287 $ 0 0 I By OrbiMed Private Investments VI, LP ( 2 ) ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Thompson Peter A.
C/O SILVERBACK THERAPEUTICS, INC.
500 FAIRVIEW AVENUE N, SUITE 600
SEATTLE, WA98109
X X
Signatures
/s/ Jeffrey C. Pepe, Attorney-in-Fact 12/08/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares were purchased in the Issuer's initial public offering.
( 2 )These securities are held of record by OrbiMed Private Investments VI, LP ("OPI VI"). OrbiMed Capital GP VI LLC ("GP VI") is the general partner to OPI VI and OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of GP VI. By virtue of such relationships, GP VI and OrbiMed Advisors may be deemed to have voting and investment power with respect to the shares held by OPI VI. Both GP VI and OrbiMed Advisors may be deemed to directly or indirectly, including by reason of their mutual affiliation, to be beneficial owners of the shares held by OPI VI. OrbiMed Advisors exercise investment and voting power through a management committee comprised of Carl L. Gordon, Jonathan T. Silverstein and Sven H. Borho, each of whom disclaims beneficial ownership of the shares of OPI VI.
( 3 )The Reporting Person is the designated representative of OrbiMed Advisors on the Issuer's Board of Directors. Thereportable securities are owned indirectly by OPI VI. GP VI is the generalpartner of OPI VI and OrbiMed Advisors is the managing member of GP VI. The Reporting Person disclaims beneficial ownership of thesecurities reported herein for the purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),except to the extent of his pecuniary interest therein, if any.
( 4 )All outstanding shares of Preferred Stock automatically converted into shares of Common Stock immediately upon the closing of the Issuer's initial public offering, for no additional consideration at a rate of one share of Common Stock for each 3.713 shares of Preferred Stock, based on the conversion price currently in effect. The Preferred Stock has no expiration date.
( 5 )These securities are held of record by OrbiMed Partners Master Fund Limited ("OPM"). OrbiMed Capital LLC ("OrbiMed Capital") is the investment advisor to OPM. OrbiMed Capital is a relying advisor of OrbiMed Advisors. OrbiMed Advisors and OrbiMed Capital exercise voting and investment power through a management committee comprised of Carl L. Gordon, Jonathan T. Silverstein and Sven H. Borho, each of whom disclaims beneficial ownership of the shares held by OPM.
( 6 )These securities are held of record by OPI VI - IP HoldCo LLC ("HoldCo"). OPI VI - IP TopCo LLC ("TopCo") is the sole member of HoldCo. OrbiMed Private Investments VI - IP, LP ("OPI VI IP") is the sole member of TopCo. GP VI is the general partner of OPI VI IP. OrbiMed Advisors is the managing member of GP VI. By virtue of such relationships, OrbiMed Advisors and GP VI may be deemed to have voting and investment power over the securities held by HoldCo and as a result, may be deemed to have beneficial ownership over such securities. Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Jonathan T. Silverstein and Sven H. Borho, each of whom disclaims beneficial ownership of the shares held by HoldCo.

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.