X0306 4/A 2016-02-29 2016-03-11 0 0001512762 Coherus BioSciences, Inc. CHRS 0001459154 Wahlstrom Mats C/O COHERUS BIOSCIENCES, INC. 333 TWIN DOLPHIN DRIVE, SUITE 600 REDWOOD CITY CA 94065 1 0 0 0 Common Stock, $0.0001 par value 578528 I See Footnote Common Stock, $0.0001 par value 53583 I See Footnote 8.2% Senior Convertible Notes due 2022 2016-02-29 4 P 0 1000000 22.35 A 2022-03-31 Common Stock 44739 1000000 I See Footnote The shares are held by KMG Capital Partners, LLC. Mr. Wahlstrom disclaims beneficial ownership of the shares held by KMG Capital Partners, LLC except to the extent of his pecuniary interest therein. The shares are held by Leonard Capital, LLC. Mr. Wahlstrom disclaims beneficial ownership of the shares held by Leonard Capital, LLC except to the extent of his pecuniary interest therein. The Company's 8.2% Senior Convertible Notes due 2022 (the "Notes") were issued pursuant to a Convertible Note Purchase Agreement (the "Agreement", dated February 29, 2016 between the Company, HealthCare Royalty Partners II, L.P., MX II Associates LLC, KMG Capital Partners, LLC and KKR Biosimilar L.P. The Notes accrue interest at a rate of 8.2% per annum payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year, beginning March 31, 2016. The Notes mature on March 31, 2022 unless earlier converted, redeemed or repurchased, and bear a premium of 9% of their principal amount, which is payable when the Notes mature or are repurchased or redeemed by the Company. The conversion rate for the Notes is initially 44.7387 shares of common stock per $1,000 principal amount of Notes, which is an initial conversion price of approximately $22.35 per share of the Company's common stock, and is subject to adjustment in certain circumstances pursuant to the Convertible Note Purchase Agreement (the "Agreement"). On or after March 31, 2020, the Company may call the Notes for redemption if the last reported sale price per share of common stock exceeds 160% of the conversion price on each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice. The redemption price will be 109% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date (subject to the right of noteholders on a record date to receive the related interest payment date). Jean-Frederic Viret, as Attorney-in-Fact for Mats Wahlstrom 2016-05-26