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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* ARCH Venture Fund VIII, L.P. (Last) (First) (Middle) 8755 WEST HIGGINS ROAD, SUITE 1025 (Street) CHICAGO IL 60631 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Codiak BioSciences, Inc. [ CDAK ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 10/16/2020
	4. 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 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/16/2020		C		1,784,572	A	(1)	1,848,535	I	See Footnote(2)
Common Stock	10/16/2020		C		831,521	A	(1)	831,521	I	See Footnote(3)
Common Stock	10/16/2020		C		420,368	A	(4)	2,268,903	I	See Footnote(2)
Common Stock	10/16/2020		C		326,953	A	(4)	1,158,474	I	See Footnote(3)
Common Stock	10/16/2020		C		191,721	A	(5)	1,350,195	I	See Footnote(3)
Common Stock	10/16/2020		P		235,000	A	$15	2,503,903	I	See Footnote(2)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(1)	10/16/2020		C			13,950,000	(1)	(1)	Common Stock	1,784,572	(1)	0	I	See Footnote(2)
Series A Preferred Stock	(1)	10/16/2020		C			6,500,000	(1)	(1)	Common Stock	831,521	(1)	0	I	See Footnote(3)
Series B Preferred Stock	(4)	10/16/2020		C			3,000,000	(4)	(4)	Common Stock	420,368	(4)	0	I	See Footnote(2)
Series B Preferred Stock	(4)	10/16/2020		C			2,333,333	(4)	(4)	Common Stock	326,953	(4)	0	I	See Footnote(3)
Series C Preferred Stock	(5)	10/16/2020		C			1,320,097	(5)	(5)	Common Stock	191,721	(5)	0	I	See Footnote(3)

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. Each share of Series A Preferred Stock automatically converted into the Issuer's Common Stock on a 1-for-7.8170 basis upon the closing of the Issuer's initial public offering on October 16, 2020 and had no expiration date.

2. 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.

3. 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.

4. Each share of Series B Preferred Stock automatically converted into the Issuer's Common Stock on a 1-for-7.1366 basis upon the closing of the Issuer's initial public offering on October 16, 2020 and had no expiration date. The reporting person previously reported shares of common stock into which the Series B Preferred Stock was convertible based on a 1-for-7.1295 conversion ratio estimated at pricing of the Issuer's initial public offering, which reflected a fixed conversion price plus an estimated adjustment based on the issuance of shares in the Issuer's initial public offering.

5. Each share of Series C Preferred Stock automatically converted into the Issuer's Common Stock on a 1-for-6.8855 basis upon the closing of the Issuer's initial public offering on October 16, 2020 and had no expiration date. The reporting person previously reported shares of common stock into which the Series C Preferred Stock was convertible based on a 1-for-6.8758 conversion ratio estimated at pricing of the Issuer's initial public offering, which reflected a fixed conversion price plus an estimated adjustment based on the issuance of shares in the Issuer's initial public offering.

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	10/20/2020
	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	10/20/2020
	Keith Crandell, Managing Director By: /s/ Mark McDonnell, as Attorney-in-Fact	10/20/2020
	Clinton Bybee, Managing Director By: /s/ Mark McDonnell, as Attorney-in-Fact	10/20/2020
	Robert Nelsen, Managing Director By: /s/ Mark McDonnell, as Attorney-in-Fact	10/20/2020
	ARCH Venture Partners VIII, LLC By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director	10/20/2020
	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	10/20/2020
	** Signature of Reporting Person	Date
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