Sec Form 4 Filing - GADICKE ANSBERT @ Cullinan Management, Inc. - 2021-01-12

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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
GADICKE ANSBERT
2. Issuer Name and Ticker or Trading Symbol
Cullinan Management, Inc. [ CGEM]
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 MPM ASSET MANAGEMENT LLC, 450 KENDALL STREET
3. Date of Earliest Transaction (MM/DD/YY)
01/12/2021
(Street)
CAMBRIDGE, MA02142
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 01/07/2021 J( 3 ) 281,268 A 281,268 D
Common Stock 01/12/2021 C 1,136,525 A 1,136,525 I See footnotes ( 4 ) ( 5 )
Common Stock 01/12/2021 C 3,551,640 A 4,688,165 I See footnotes ( 4 ) ( 5 )
Common Stock 01/12/2021 C 2,276,692 A 6,964,857 I See footnotes ( 4 ) ( 5 )
Common Stock 01/12/2021 C 649,030 A 7,613,887 I See footnotes ( 4 ) ( 5 )
Common Stock 01/12/2021 P( 6 ) 300,000 A $ 21 7,913,887 I See footnotes ( 4 ) ( 5 )
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 Seed Convertible Preferred Stock ( 1 ) 01/07/2021 J( 3 ) 1,136,525 ( 1 ) ( 1 ) Common Stock 1,136,525 ( 1 ) 1,136,525 I See footnotes ( 4 ) ( 5 )
Series A Convertible Preferred Stock ( 1 ) 01/07/2021 J( 3 ) 3,551,640 ( 1 ) ( 1 ) Common Stock 3,551,640 ( 1 ) 3,551,640 I See footnotes ( 4 ) ( 5 )
Series B Convertible Preferred Stock ( 1 ) 01/07/2021 J( 3 ) 2,276,692 ( 1 ) ( 1 ) Common Stock 2,276,692 ( 1 ) 2,276,692 I See footnotes ( 4 ) ( 5 )
Series C Convertible Preferred Stock ( 1 ) 01/07/2021 J( 3 ) 649,030 ( 1 ) ( 1 ) Common Stock 649,030 ( 1 ) 649,030 I See footnotes ( 4 ) ( 5 )
Stock Option (Right to Buy) $ 4.3 01/07/2021 J( 3 ) 262,114 ( 2 ) 10/28/2030 Common Stock 262,114 ( 3 ) 262,114 D
Stock Option (Right to Buy) $ 4.3 01/07/2021 J( 3 ) 88,824 ( 2 ) 10/28/2030 Common Stock 88,824 ( 3 ) 88,824 D
Series Seed Convertible Preferred Stock ( 1 ) 01/12/2021 C 1,136,525 ( 1 ) ( 1 ) Common Stock 1,136,525 ( 1 ) 0 I See footnotes ( 4 ) ( 5 )
Series A Convertible Preferred Stock ( 1 ) 01/12/2021 C 3,551,640 ( 1 ) ( 1 ) Common Stock 3,551,640 ( 1 ) 0 I See footnotes ( 4 ) ( 5 )
Series B Convertible Preferred Stock ( 1 ) 01/12/2021 C 2,276,692 ( 1 ) ( 1 ) Common Stock 2,276,692 ( 1 ) 0 I See footnotes ( 4 ) ( 5 )
Series C Convertible Preferred Stock ( 1 ) 01/12/2021 C 649,030 ( 1 ) ( 1 ) Common Stock 649,030 ( 1 ) 0 I See footnotes ( 4 ) ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GADICKE ANSBERT
C/O MPM ASSET MANAGEMENT LLC
450 KENDALL STREET
CAMBRIDGE, MA02142
X X
Signatures
/s/ Ansbert Gadicke 01/14/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Series Seed Preferred Stock, Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock (the "Preferred Stock") converted into shares of the Issuer's Common Stock on a 1-for-1 basis automatically upon the closing of the Issuer's initial public offering. The Preferred Stock had no expiration date.
( 2 )25% of the shares vested on March 8, 2018, and the remaining shall vest in 36 equal monthly installments thereafter, subject to the Reporting Person's continuous service to the Issuer on each such date.
( 3 )In connection with the Issuer's initial public offering, on January 7, 2021, these securities of the Issuer were received pursuant to a corporate reorganization.
( 4 )These securities are owned directly by UBS Oncology Impact Fund LP ("OIF"). The general partner of OIF is Oncology Impact Fund (Cayman) Management L.P. ("OIF GP"). The general partner of OIF GP is MPM Oncology Impact Management L.P. The general partner of MPM Oncology Impact Management L.P. is MPM Oncology Impact Management GP LLC. Dr. Ansbert Gadicke is a member of the Issuer's board of directors and is a managing member and the managing director of MPM Oncology Impact Management GP LLC.
( 5 )The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.
( 6 )On January 12, 2021, OIF purchased 300,000 shares of Common Stock of the Issuer at a price of $21.00 per share pursuant to the Issuer's initial public offering.

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