X0206 3 2014-03-11 0 0001301501 Achaogen Inc AKAO 0001222135 ARCH VENTURE FUND VI LP 8725 W HIGGINS RD STE 290 CHICAGO IL 60631 0 0 1 0 0001274410 ARCH VENTURE PARTNERS VI LP 8725 W HIGGINS RD STE 290 CHICAGO IL 60631 0 0 1 0 0001274412 ARCH VENTURE PARTNERS VI LLC 8725 W HIGGINS RD STE 290 CHICAGO IL 60631 0 0 1 0 0001219043 BYBEE CLINTON 8725 W HIGGINS RD STE 290 CHICAGO IL 60631 0 0 1 0 0001219042 NELSEN ROBERT 8725 W HIGGINS RD STE 290 CHICAGO IL 60631 0 0 1 0 0001219039 CRANDELL KEITH 8725 W HIGGINS RD STE 290 CHICAGO IL 60631 0 0 1 0 Series A Preferred Stock 0.00 Common Stock 296982 D Series B Preferred Stock 0.00 Common Stock 223441 D Series C Preferred Stock 0.00 Common Stock 469937 D Series D Preferred Stock 0.00 Common Stock 311042 D The shares will convert into Common Stock immediately prior to the closing of the Issuer's initial public offering. The shares do not have an expiration date. Reflects a 1-for-11 reverse stock split of the Issuer's outstanding securities effected prior to the effectiveness of the Issuer's S-1 Registration Statement. Each share of Series A Preferred Stock will automatically convert on a 1-to-1.147541 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering. Securities held of record by ARCH Venture Fund VI, L.P. ("ARCH VI"). ARCH Venture Partners VI, L.P. (the "GPLP"), as the sole general partner of ARCH VI, may be deemed to beneficially own certain of the shares held of record by ARCH VI. The GPLP disclaims beneficial ownership of all shares held of record by ARCH VI in which the GPLP does not have an actual pecuniary interest. ARCH Venture Partners VI, LLC (the "GPLLC"), as the sole general partner of the GPLP, may be deemed to beneficially own certain of the shares held of record by ARCH VI. The GPLLC disclaims beneficial ownership of all shares held of record by ARCH VI in which the GPLLC does not have an actual pecuniary interest. Each of Keith Crandell, Clinton Bybee and Robert Nelsen, as managing directors of the GPLLC, may be deemed to beneficially own certain of the shares held of record by ARCH VI. Each of Messrs. Crandell, Bybee and Nelsen disclaims beneficial ownership of all shares held of record by ARCH VI except to the extent of their pecuniary interest therein. Each share of Series B Preferred Stock will automatically convert on a 1-to-1.328671 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering. Each share of Series C Preferred Stock will automatically convert on a 1-to-1 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering. Each share of Series D Preferred Stock will automatically convert on a 1-to-1 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering. By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director of the general partner of the general partner of ARCH VI 2014-03-11 /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director of the general partner of GPLP 2014-03-11 /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director of GPLLC 2014-03-11 /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell 2014-03-11 /s/ Mark McDonnell, as Attorney-in-Fact for Clinton Bybee 2014-03-11 /s/ Mark McDonnell, as Attorney-in-Fact for Robert Nelsen 2014-03-11