0000899243-20-028098.txt : 20201013 0000899243-20-028098.hdr.sgml : 20201013 20201013212837 ACCESSION NUMBER: 0000899243-20-028098 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20201013 FILED AS OF DATE: 20201013 DATE AS OF CHANGE: 20201013 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GILLIS STEVEN CENTRAL INDEX KEY: 0001229592 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39615 FILM NUMBER: 201237906 MAIL ADDRESS: STREET 1: 8755 W. HIGGINS ROAD STREET 2: SUITE 1025 CITY: CHICAGO STATE: IL ZIP: 60631 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Codiak BioSciences, Inc. CENTRAL INDEX KEY: 0001659352 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: C/O ARCH VENTURE PARTNERS STREET 2: 999 THIRD AVENUE, SUITE 3400 CITY: SEATTLE STATE: WA ZIP: 98104 BUSINESS PHONE: 857-400-4222 MAIL ADDRESS: STREET 1: C/O ARCH VENTURE PARTNERS STREET 2: 999 THIRD AVENUE, SUITE 3400 CITY: SEATTLE STATE: WA ZIP: 98104 FORMER COMPANY: FORMER CONFORMED NAME: Codiak Biosciences, Inc. DATE OF NAME CHANGE: 20151125 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2020-10-13 0 0001659352 Codiak BioSciences, Inc. CDAK 0001229592 GILLIS STEVEN C/O ARCH VENTURE PARTNERS 8755 WEST HIGGINS ROAD, SUITE 1025 CHICAGO IL 60631 1 0 0 0 Common Stock 63963 I See Footnotes Series A Preferred Stock Common Stock 1784572 I See Footnotes Series B Preferred Stock Common Stock 420784 I See Footnotes Stock Option (Right to Buy) 3.29 2026-02-18 Common Stock 55696 D Stock Option (Right to Buy) 10.17 2028-01-31 Common Stock 11513 D 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. The Reporting Person is a managing director at ARCH Partners VIII and owns an interest in ARCH Partners VIII but does not have voting or investment control over the shares held by ARCH Fund VIII. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein. 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. 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. This option is fully vested and exercisable as of the date hereof. 25% of this option vested and became exercisable on January 1, 2019, with the remainder vesting in 12 equal quarterly installments thereafter. Exhibit 24.1 - Power of Attorney /s/ Yalonda Howze by Power of Attorney for Steven Gillis 2020-10-13 EX-24.1 2 attachment1.htm EX-24.1 DOCUMENT

                           LIMITED POWER OF ATTORNEY

        The undersigned hereby constitutes and appoints each of Douglas E.
Williams, Linda C. Bain and Yalonda Howze, signing singly, and with full power
of substitution, the undersigned's true and lawful attorney-in-fact to:

        (1)   execute for and on behalf of the undersigned, in the undersigned's
capacity as officer and/or director of Codiak BioSciences, Inc. (the "Company"),
from time to time the following U.S. Securities and Exchange Commission ("SEC")
forms: (i) Form ID, including any attached documents (such as Update Passphrase
Authentication), to effect the assignment of codes to the undersigned to be used
in the transmission of information to the SEC using the EDGAR System; (ii) Form
3, Initial Statement of Beneficial Ownership of Securities, including any
attached documents; (iii) Form 4, Statement of Changes in Beneficial Ownership
of Securities, including any attached documents; (iv) Form 5, Annual Statement
of Beneficial Ownership of Securities in accordance with Section 16(a) of the
Securities Exchange Act of 1934, as amended, and the rules thereunder, including
any attached documents; (v) Schedules 13D and 13G; and (vi) amendments of each
thereof, in accordance with the Securities Exchange Act of 1934, as amended, and
the rules thereunder, including any attached documents;

        (2)   do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Form 3, 4 or 5, Schedule 13D or 13G, or any amendment(s) thereto and timely file
such form(s) with the SEC and any securities exchange, national association or
similar authority; and

        (3)   take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact, acting
singly, full power and authority to do and perform any and every act and thing
whatsoever requisite, necessary or proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted.  The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 or Regulation 13D-G of
the Securities Exchange Act of 1934, as amended.  The undersigned hereby agrees
to indemnify the attorneys-in-fact and the Company from and against any demand,
damage, loss, cost or expense arising from any false or misleading information
provided by the undersigned to the attorneys-in-fact.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file such forms with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.  This Power of Attorney supersedes any prior power
of attorney in connection with the undersigned's capacity as an officer and/or
director of the Company.  This Power of Attorney shall expire as to any
individual attorney-in-fact if such attorney-in-fact ceases to be an employee
of the Company.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of October 12, 2020.

                                        /s/ Steven Gillis
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                                        Signature


                                        Steven Gillis, Ph.D.
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                                        Print Name