SEC FORM 3

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^*

SVLSF V, LLC

(Last)

(First)

(Middle)

ONE BOSTON PLACE, SUITE 3900

201 WASHINGTON STREET

(Street)

BOSTON

02108

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/15/2017

3. Issuer Name and Ticker or Trading Symbol
Arsanis, Inc. [ ASNS ]

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)

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A-1 Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	19,128	⁽¹⁾	D⁽⁶⁾
Series A-1 Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	404	⁽¹⁾	D⁽⁷⁾
Series A-2 Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	247,010	⁽²⁾	D⁽⁶⁾
Series A-2 Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	5,219	⁽²⁾	D⁽⁷⁾
Series B Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	322,102	⁽³⁾	D⁽⁶⁾
Series B Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	6,806	⁽³⁾	D⁽⁷⁾
Series C Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	111,955	⁽⁴⁾	D⁽⁶⁾
Series C Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	2,365	⁽⁴⁾	D⁽⁷⁾
Series D Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	202,915	⁽⁵⁾	D⁽⁶⁾
Series D Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	4,288	⁽⁵⁾	D⁽⁷⁾
Series D Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	431,980	⁽⁵⁾	D⁽⁸⁾
Series D Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	14,789	⁽⁵⁾	D⁽⁹⁾

1. Name and Address of Reporting Person^*

SVLSF V, LLC

(Last)

(First)

(Middle)

ONE BOSTON PLACE, SUITE 3900

201 WASHINGTON STREET

(Street)

BOSTON

02108

(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^*

SVLSF VI, LLC

(Last)

(First)

(Middle)

ONE BOSTON PLACE, SUITE 3900

201 WASHINGTON STREET

(Street)

BOSTON

02108

(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^*

SV Life Sciences Fund VI Strategic Partners, L.P.

(Last)

(First)

(Middle)

ONE BOSTON PLACE, SUITE 3900,

201 WASHINGTON STREET

(Street)

BOSTON

02108

(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^*

SV Life Sciences Fund VI, L.P.

(Last)

(First)

(Middle)

ONE BOSTON PLACE, SUITE 3900,

201 WASHINGTON STREET

(Street)

BOSTON

02108

(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^*

SV Life Sciences Fund V Strategic Partners, L.P.

(Last)

(First)

(Middle)

ONE BOSTON PLACE, SUITE 3900,

201 WASHINGTON STREET

(Street)

BOSTON

02108

(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^*

SV LIFE SCIENCES FUND V LP

(Last)

(First)

(Middle)

ONE BOSTON PLACE, SUITE 3900,

201 WASHINGTON STREET

(Street)

BOSTON

02108

(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. The Series A-1 Convertible Preferred Stock is convertible into Common Stock on a 0.29300-for-one basis into the 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 of further consideration. The shares have no expiration date.

2. The Series A-2 Convertible Preferred Stock is convertible into Common Stock on a 0.35785-for-one basis into the 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 of further consideration. The shares have no expiration date.

3. The Series B Convertible Preferred Stock is convertible into Common Stock on a 0.44650-for-one basis into the 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 of further consideration. The shares have no expiration date.

4. The Series C Convertible Preferred Stock is convertible into Common Stock on a 0.49832-for-one basis into the 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 of further consideration. The shares have no expiration date.

5. The Series D Convertible Preferred Stock is convertible into Common Stock on a 0.29300-for-one basis into the 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 of further consideration. The shares have no expiration date.

6. These shares are owned directly by SV Life Sciences Fund V, L.P. ("SVLS V LP"). SV Life Sciences Fund V (GP), LP ("SVLS V GP") is the general partner of SVLS V LP. The general partner of SVLS V GP is SVLSF V, LLC. Kate Bingham, James Garvey, Eugene D. Hill, III and Michael Ross are members of the investment committee of SVLSF V, LLC. SVLS V GP, SVLSF V, LLC and each of the individuals comprising the SVLSF V, LLC investment committee may be deemed to share voting, dispositive and investment power over the shares held of record by SVLS V LP. Each of SVLS V GP, SVLSF V, LLC and the individual members of the SVLSF V, LLC investment committee disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or any other purpose, except to the extent of their pecuniary interest therein.

7. These shares are owned directly by SV Life Sciences Fund V Strategic Partners, L.P. ("SVLS V SPP"). SVLS V GP is the general partner of SVLS V SPP. The general partner of SVLS V GP is SVLSF V, LLC. Kate Bingham, James Garvey, Eugene D. Hill, III and Michael Ross are members of the investment committee of SVLSF V, LLC. SVLS V GP, SVLSF V, LLC and each of the individuals comprising the SVLSF V, LLC investment committee may be deemed to share voting, dispositive and investment power over the shares held of record by SVLS V SPP. Each of SVLS V GP, SVLSF V, LLC and the individual members of the SVLSF V, LLC investment committee disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or any other purpose, except to the extent of their pecuniary interest therein.

8. These shares are owned directly by SV Life Sciences Fund VI, L.P. ("SVLS VI LP"). SV Life Sciences Fund VI (GP), LP ("SVLS VI GP") is the general partner of SVLS VI LP. The general partner of SVLS VI GP is SVLSF VI, LLC. Kate Bingham, James Garvey, Eugene D. Hill, III, Paul LaViolette, Thomas Flynn and Michael Ross are members of the investment committee of SVLSF VI, LLC. SVLS VI GP, SVLSF VI, LLC and each of the individuals comprising the SVLSF VI, LLC investment committee may be deemed to share voting, dispositive and investment power over the shares held of record by SVLS VI LP. Each of SVLS VI GP, SVLSF VI, LLC and the individual members of the SVLSF VI, LLC investment committee disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or any other purpose, except to the extent of their pecuniary interest therein.

9. These shares are owned directly by SV Life Sciences Fund VI Strategic Partners, L.P. ("SVLS VI SPP"). SVLS VI GP is the general partner of SVLS VI SPP. The general partner of SVLS VI GP is SVLSF VI, LLC. Kate Bingham, James Garvey, Eugene D. Hill, III, Paul LaViolette, Thomas Flynn and Michael Ross are members of the investment committee of SVLSF VI, LLC. SVLS VI GP, SVLSF VI, LLC and each of the individuals comprising the SVLSF VI, LLC investment committee may be deemed to share voting, dispositive and investment power over the shares held of record by SVLS VI SPP. Each of SVLS VI GP, SVLSF VI, LLC and the individual members of the SVLSF VI, LLC investment committee disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or any other purpose, except to the extent of their pecuniary interest therein.

Remarks:

Exhibit Index: 24.1 Power of Attorney 24.2 Power of Attorney 24.3 Power of Attorney 24.4 Power of Attorney 24.5 Power of Attorney 24.6 Power of Attorney

	/s/ Mike Gray, as attorney-in-fact on behalf of SVLSF V, LLC	11/15/2017
	/s/ Mike Gray, as attorney-in-fact on behalf of SVLSF VI, LLC	11/15/2017
	/s/ Mike Gray, as attorney-in-fact on behalf of SV Life Sciences Fund V, L.P.	11/15/2017
	/s/ Mike Gray, as attorney-in-fact on behalf of SV Life Sciences Fund V Strategic Partners, L.P.	11/15/2017
	/s/ Mike Gray, as attorney-in-fact on behalf of SV Life Sciences Fund VI, L.P.	11/15/2017
	/s/ Mike Gray, as attorney-in-fact on behalf of SV Life Sciences Fund VI Strategic Partners, L.P.	11/15/2017
	** 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 5 (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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