SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* ARCH Venture Fund VIII, L.P. (Last) (First) (Middle) 8755 WEST HIGGINS ROAD, SUITE 1025 (Street) CHICAGO IL 60631 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/13/2020	3. Issuer Name and Ticker or Trading Symbol Codiak BioSciences, Inc. [ CDAK ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	63,963	I	See Footnote(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(2)	(2)	Common Stock	1,784,572	(2)	I	See Footnote(1)
Series A Preferred Stock	(2)	(2)	Common Stock	831,521	(2)	I	See Footnote(5)
Series B Preferred Stock	(3)	(3)	Common Stock	420,784	(3)	I	See Footnote(1)
Series B Preferred Stock	(3)	(3)	Common Stock	327,277	(3)	I	See Footnote(5)
Series C Preferred Stock	(4)	(4)	Common Stock	191,992	(4)	I	See Footnote(5)

1. Name and Address of Reporting Person* ARCH Venture Fund VIII, L.P. (Last) (First) (Middle) 8755 WEST HIGGINS ROAD, SUITE 1025 (Street) CHICAGO IL 60631 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ARCH Venture Fund VIII Overage, L.P. (Last) (First) (Middle) 8755 WEST HIGGINS ROAD, SUITE 1025 (Street) CHICAGO IL 60631 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CRANDELL KEITH (Last) (First) (Middle) 8755 WEST HIGGINS ROAD, SUITE 1025 (Street) CHICAGO IL 60631 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BYBEE CLINTON (Last) (First) (Middle) 8755 WEST HIGGINS ROAD, SUITE 1025 (Street) CHICAGO IL 60631 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* NELSEN ROBERT (Last) (First) (Middle) 8755 WEST HIGGINS ROAD, SUITE 1025 (Street) CHICAGO IL 60631 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ARCH Venture Partners VIII, LLC (Last) (First) (Middle) 8755 WEST HIGGINS ROAD, SUITE 1025 (Street) CHICAGO IL 60631 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ARCH Venture Partners VIII, L.P. (Last) (First) (Middle) 8755 WEST HIGGINS ROAD, SUITE 1025 (Street) CHICAGO IL 60631 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Shares held by ARCH Venture Fund VIII, L.P. ("ARCH Fund VIII"). The sole general partner of ARCH Fund VIII is ARCH Venture Partners VIII, L.P. ("ARCH Partners VIII"), which may be deemed to beneficially own the shares held by ARCH Fund VIII. The sole general partner of ARCH Partners VIII is ARCH Venture Partners VIII, LLC ("ARCH VIII LLC"), which may be deemed to beneficially own the shares held by ARCH Fund VIII. ARCH Partners VIII and ARCH VIII LLC disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein. The managing directors of ARCH VIII LLC are Keith L. Crandell, Clinton Bybee and Robert Nelsen, and they may be deemed to beneficially own the shares held by ARCH Fund VIII. Messrs. Crandell, Bybee and Nelsen disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein.

2. Each share of Series A Preferred Stock is convertible into Common Stock on a 1-for-7.8170 basis into the aggregate number of shares of Common Stock shown in Column 3 at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering without payment or further consideration. The shares have no expiration date.

3. Each share of Series B Preferred Stock is convertible into Common Stock on an approximately 1-for-7.1295 basis into the aggregate number of shares of Common Stock shown in Column 3 at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering without payment or further consideration. The shares have no expiration date.

4. Each share of Series C Preferred Stock is convertible into Common Stock on an approximately 1-for-6.8758 basis into the aggregate number of shares of Common Stock shown in Column 3 at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering without payment or further consideration. The shares have no expiration date.

5. Shares held by ARCH Venture Fund VIII Overage, L.P. ("ARCH Fund Overage"). The sole general partner of ARCH Fund Overage is ARCH VIII LLC, which may be deemed to beneficially own the shares held by ARCH Fund Overage. ARCH VIII LLC disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein. The managing directors of ARCH VIII LLC are Keith L. Crandell, Clinton Bybee and Robert Nelsen, and they may be deemed to beneficially own the shares held by ARCH Fund Overage. Messrs. Crandell, Bybee and Nelsen disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein.

Remarks:

	ARCH Venture Fund VIII, L.P. By: ARCH Venture Partners VIII, L.P., its General Partner By: ARCH Venture Partners VIII, LLC, its General Partner By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director	10/13/2020
	ARCH Venture Fund VIII Overage, L.P. ARCH Venture Partners VIII, LLC, its General Partner By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director	10/13/2020
	Keith Crandell, Managing Director By: /s/ Mark McDonnell, as Attorney-in-Fact	10/13/2020
	Clinton Bybee, Managing Director By: /s/ Mark McDonnell, as Attorney-in-Fact	10/13/2020
	Robert Nelsen, Managing Director By: /s/ Mark McDonnell, as Attorney-in-Fact	10/13/2020
	ARCH Venture Partners VIII, LLC By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director	10/13/2020
	ARCH Venture Partners VIII, L.P. By: ARCH Venture Partners VIII, LLC, its General Partner By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director	10/13/2020
	** Signature of Reporting Person	Date
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