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Sec Form 4 Filing - UBS Oncology Impact Fund L.P. @ Cullinan Management Inc. - 2021-01-12

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
UBS Oncology Impact Fund L.P.
2. Issuer Name and Ticker or Trading Symbol
Cullinan Management, Inc. [ CGEM]
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)
UBS TRUSTEES (CAYMAN) LTD, 5TH FL CAYMAN CORP CENTER 27 HOSPITAL
3. Date of Earliest Transaction (MM/DD/YY)
01/12/2021
(Street)
GEORGE TOWN, E9KY1-1106
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 01/12/2021 C 1,136,525 A 1,136,525 D ( 2 ) ( 3 )
Common Stock 01/12/2021 C 3,551,640 A 4,688,165 D ( 2 ) ( 3 )
Common Stock 01/12/2021 C 2,276,692 A 6,964,857 D ( 2 ) ( 3 )
Common Stock 01/12/2021 C 649,030 A 7,613,887 D ( 2 ) ( 3 )
Common Stock 01/12/2021 P( 4 ) 300,000 A $ 21 7,913,887 D ( 2 ) ( 3 )
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 ) 01/12/2021 C 1,136,525 ( 1 ) ( 1 ) Common Stock 1,136,525 ( 1 ) 0 D ( 2 ) ( 3 )
Series A Convertible Preferred Stock ( 1 ) 01/12/2021 C 3,551,640 ( 1 ) ( 1 ) Common Stock 3,551,640 ( 1 ) 0 D ( 2 ) ( 3 )
Series B Convertible Preferred Stock ( 1 ) 01/12/2021 C 2,276,692 ( 1 ) ( 1 ) Common Stock 2,276,692 ( 1 ) 0 D ( 2 ) ( 3 )
Series C Convertible Preferred Stock ( 1 ) 01/12/2021 C 649,030 ( 1 ) ( 1 ) Common Stock 649,030 ( 1 ) 0 D ( 2 ) ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
UBS Oncology Impact Fund L.P.
UBS TRUSTEES (CAYMAN) LTD
5TH FL CAYMAN CORP CENTER 27 HOSPITAL
GEORGE TOWN, E9KY1-1106
X
Oncology Impact Fund (Cayman) Management L.P.
UBS TRUSTEES (CAYMAN) LTD
5TH FL CAYMAN CORP CENTER 27 HOSPITAL
GEORGE TOWN, E9KY1-1106
X
MPM Oncology Impact Management GP LLC
C/O MPM ASSET MANAGEMENT LLC
450 KENDALL STREET
CAMBRIDGE, MA02142
X
MPM Oncology Impact Management LP
C/O MPM ASSET MANAGEMENT LLC
450 KENDALL STREET
CAMBRIDGE, MA02142
X
Signatures
/s/ Ansbert Gadicke, managing director of MPM Oncology Impact Management GP LLC, the general partner of MPM Oncology Impact Management LP, the general partner of Oncology Impact Fund (Cayman) Management L.P., the GP of UBS Oncology Impact Fund L.P 01/14/2021
** Signature of Reporting Person Date
/s/ Ansbert Gadicke, managing director of MPM Oncology Impact Management GP LLC, the general partner of MPM Oncology Impact Management LP, the general partner of Oncology Impact Fund (Cayman) Management L.P. 01/14/2021
** Signature of Reporting Person Date
/s/ Ansbert Gadicke, managing director of MPM Oncology Impact Management GP LLC 01/14/2021
** Signature of Reporting Person Date
/s/ Ansbert Gadicke, managing director of MPM Oncology Impact Management GP LLC, the general partner of MPM Oncology Impact Management LP 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 )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.
( 3 )Each of the Reporting Persons disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein.
( 4 )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.

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.
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