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^*

GADICKE ANSBERT

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT LLC

450 KENDALL STREET

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
01/12/2021

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	01/07/2021		J⁽³⁾		281,268	A	⁽¹⁾	281,268	D
Common Stock	01/12/2021		C		1,136,525	A	⁽¹⁾	1,136,525	I	See footnotes⁽⁴⁾⁽⁵⁾
Common Stock	01/12/2021		C		3,551,640	A	⁽¹⁾	4,688,165	I	See footnotes⁽⁴⁾⁽⁵⁾
Common Stock	01/12/2021		C		2,276,692	A	⁽¹⁾	6,964,857	I	See footnotes⁽⁴⁾⁽⁵⁾
Common Stock	01/12/2021		C		649,030	A	⁽¹⁾	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 (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)
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⁾

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.

Remarks:

	/s/ Ansbert Gadicke	01/14/2021
	** 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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