SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Herman Alan C.

(Last)

(First)

(Middle)

COHERUS BIOSCIENCES, INC.

201 REDWOOD SHORES PARKWAY, SUITE 200

(Street)

REDWOOD CITY

94065

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Coherus BioSciences, Inc. [ CHRS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Scientific Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/12/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $0.0001 par value	11/12/2014		X		239,952	A	$1.667	239,952	D
Common Stock, $0.0001 par value	11/12/2014		J⁽¹⁾		26,756	D	⁽¹⁾	213,196	D
Common Stock, $0.0001 par value	11/12/2014		C		1,503	A	⁽²⁾	214,699	D
Common Stock, $0.0001 par value	11/12/2014		C		39,991	A	⁽²⁾	294,940⁽³⁾	I	By Trust⁽⁴⁾
Common Stock, $0.0001 par value	11/12/2014		C		5,224	A	⁽²⁾	300,164⁽³⁾	I	By Trust⁽⁴⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant to Purchase Common Stock	$1.667	11/12/2014		X			239,952	⁽⁵⁾	⁽⁶⁾	Common Stock	239,952	$0.00	0	D
Warrant to Purchase Series B Preferred Stock	$0.0167	11/12/2014		X			1,505	⁽⁵⁾	⁽⁶⁾	Series B Preferred Stock	1,505	$0.00	0	D
Series B Preferred Stock	⁽²⁾	11/12/2014		X		1,505		⁽²⁾	⁽⁷⁾	Common Stock	1,505	$0.0167	1,505	D
Series B Preferred Stock	⁽²⁾	11/12/2014		J⁽⁸⁾			2	⁽²⁾	⁽⁷⁾	Common Stock	2	⁽²⁾	1,503	D
Series B Preferred Stock	⁽²⁾	11/12/2014		C			1,503	⁽²⁾	⁽⁷⁾	Common Stock	1,503	⁽²⁾	0	D
Series A Preferred Stock	⁽²⁾	11/12/2014		C			39,991	⁽²⁾	⁽⁷⁾	Common Stock	39,991	⁽²⁾	0	I	By Trust⁽⁴⁾
Series B Preferred Stock	⁽²⁾	11/12/2014		C			5,224	⁽²⁾	⁽⁷⁾	Common Stock	5,224	⁽²⁾	0	I	By Trust⁽⁴⁾

Explanation of Responses:

1. Immediately prior to the closing of the IPO, the warrant automatically net exercised by its terms into Common Stock, which allowed the holder to pay the exercise price of the warrant by forfeiting a portion of the exercised warrant shares with a value equal to the aggregate exercise price.

2. The Series A Preferred Stock and Series B Preferred Stock automatically converted into shares of Issuer's Common Stock on a 1 for 1 basis upon the closing of Issuer's initial public offering.

3. A portion of these shares is subject to a right of repurchase held by the Issuer.

4. These shares are held by the Herman Trust, dated March 16, 2001, of which Reporting Person is a co trustee.

5. The warrant is immediately exercisable.

6. The warrant expires upon the consummation of the Issuer's initial public offering to the extent not previously exercised.

7. The Series A Preferred Stock and Series B Preferred Stock have no expiration date.

8. Immediately prior to the closing of the IPO, the warrant automatically net exercised by its terms into Series B Preferred Stock, which allowed the holder to pay the exercise price of the warrant by forfeiting a portion of the exercised warrant shares with a value equal to the aggregate exercise price.

Remarks:

	/s/ Matthew R. Hooper, as Attorney-in-Fact for Alan C. Herman, Ph.D.	11/12/2014
	** Signature of Reporting Person	Date
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).
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