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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1. Name and Address of Reporting Person*
Jovan-Embiricos Morana

(Last) (First) (Middle)
C/O CULLINAN MANAGEMENT, INC.
ONE MAIN STREET, SUITE 520

(Street)
CAMBRIDGE MA 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)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock 112,507 D
Common Stock 01/12/2021 C 1,136,525 A (1) 1,136,525 I See Footnote(2)
Common Stock 01/12/2021 C 2,912,345 A (1) 2,912,345 I See Footnote(3)
Common Stock 01/12/2021 C 639,295 A (1) 639,295 I See Footnote(4)
Common Stock 01/12/2021 C 455,338 A (1) 455,338 I See Footnote(5)
Common Stock 01/12/2021 C 182,135 A (1) 182,135 I See Footnote(6)
Common Stock 01/12/2021 C 71,599 A (1) 526,937 I See Footnote(5)
Common Stock 01/12/2021 C 143,198 A (1) 325,333 I See Footnote(6)
Common Stock 01/12/2021 C 71,599 A (1) 71,599 I See Footnote(7)
Common Stock 01/12/2021 C 214,798 A (1) 214,798 I See Footnote(8)
Common Stock 01/12/2021 P 95,238 A $21 622,175 I See Footnote(5)
Common Stock 01/12/2021 P 104,762 A $21 104,762 I See Footnote(9)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series Seed Convertible Preferred Stock (1) 01/12/2021 C 8,000,000 (1) (1) Common Stock 1,136,525 $0.00 0 I See Footnote(2)
Series A Convertible Preferred Stock (1) 01/12/2021 C 20,500,000 (1) (1) Common Stock 2,912,345 $0.00 0 I See Footnote(3)
Series A Convertible Preferred Stock (1) 01/12/2021 C 4,500,000 (1) (1) Common Stock 639,295 $0.00 0 I See Footnote(4)
Series B Convertible Preferred Stock (1) 01/12/2021 C 3,205,128 (1) (1) Common Stock 455,338 $0.00 0 I See Footnote(5)
Series B Convertible Preferred Stock (1) 01/12/2021 C 1,282,051 (1) (1) Common Stock 182,135 $0.00 0 I See Footnote(6)
Series C Convertible Preferred Stock (1) 01/12/2021 C 503,988 (1) (1) Common Stock 71,599 $0.00 0 I See Footnote(5)
Series C Convertible Preferred Stock (1) 01/12/2021 C 1,007,977 (1) (1) Common Stock 143,198 $0.00 0 I See Footnote(6)
Series C Convertible Preferred Stock (1) 01/12/2021 C 503,988 (1) (1) Common Stock 71,599 $0.00 0 I See Footnote(7)
Series C Convertible Preferred Stock (1) 01/12/2021 C 1,511,966 (1) (1) Common Stock 214,798 $0.00 0 I See Footnote(8)
1. Name and Address of Reporting Person*
Jovan-Embiricos Morana

(Last) (First) (Middle)
C/O CULLINAN MANAGEMENT, INC.
ONE MAIN STREET, SUITE 520

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Globeways Holdings Ltd

(Last) (First) (Middle)
C/O LJ PARTNERSHIP, 8, RUE SAINT-LEGER,

(Street)
GENEVA V8 CH-1205

(City) (State) (Zip)
1. Name and Address of Reporting Person*
F2 Vision SCS

(Last) (First) (Middle)
C/O ATALUX
74 GRAND-RUE

(Street)
LUXEMBOURG V8 L-1660

(City) (State) (Zip)
1. Name and Address of Reporting Person*
F2 Bioscience I 2017 Ltd

(Last) (First) (Middle)
C/O LJ PARTNERSHIP, 8, RUE SAINT-LEGER,

(Street)
GENEVA V8 CH-1205

(City) (State) (Zip)
1. Name and Address of Reporting Person*
F2 MG Ltd

(Last) (First) (Middle)
C/O LJ PARTNERSHIP, 8, RUE SAINT-LEGER

(Street)
GENEVA V8 CH-1205

(City) (State) (Zip)
1. Name and Address of Reporting Person*
F2 - TPO Investments LLC

(Last) (First) (Middle)
C/O SINGER, MCKEON INC.
8 WEST 38TH STREET, SUITE 1001

(Street)
NEW YORK NY 10018

(City) (State) (Zip)
1. Name and Address of Reporting Person*
F2 Bio TD, LLC

(Last) (First) (Middle)
C/O SINGER, MCKEON INC.
8 WEST 38TH STREET, SUITE 1001

(Street)
NEW YORK NY 10018

(City) (State) (Zip)
1. Name and Address of Reporting Person*
F2 MC, LLC

(Last) (First) (Middle)
C/O SINGER, MCKEON INC.
8 WEST 38TH STREET, SUITE 1001

(Street)
NEW YORK NY 10018

(City) (State) (Zip)
1. Name and Address of Reporting Person*
F2 GC, LLC

(Last) (First) (Middle)
C/O SINGER, MCKEON INC.
8 WEST 38TH STREET, SUITE 1001

(Street)
NEW YORK NY 10018

(City) (State) (Zip)
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 Common Stock of the Issuer on a 1-for-7.0390 basis at the closing of the Issuer's initial public offering on January 12, 2021. The Preferred Stock had no expiration date.
2. These securities are owned directly by Globeways Holdings Limited ("Globeways"). The Reporting Person is the founding director of Globeways and has the sole power to vote upon the acquisition, holding and disposal of all shares held by Globeways. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
3. These securities are owned directly by F2 Vision SCS ("F2 Vision"). F2 Vision Management Sarl ("F2 Vision Management") is the appointed manager of F2 Vision. The Reporting Person is the founding director of F2 Vision Management and has the sole power to vote upon the acquisition, holding and disposal of all shares held by F2 Vision. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
4. These securities are owned directly by F2 Bioscience I 2017 Limited ("F2 Bioscience 2017"). Globeways is the appointed manager of F2 Bioscience 2017. The Reporting Person is the founding director of Globeways and has the sole power to vote upon the acquisition, holding and disposal of all shares held by F2 Bioscience 2017. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
5. These securities are owned directly by F2-TPO Investments, LLC ("F2-TPO"). Globeways Holdings II Limited ("Globeways II") is the appointed manager of F2-TPO. The Reporting Person is the founding director of Globeways II and has the sole power to vote upon the acquisition, holding and disposal of all shares held by F2-TPO. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
6. These securities are owned directly by F2 MG Limited ("F2 MG"). Globeways is the appointed manager of F2 MG. The Reporting Person is the founding director of Globeways and has the sole power to vote upon the acquisition, holding and disposal of all shares held by F2 MG. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
7. These securities are owned directly by F2 Bio TD, LLC ("F2 Bio"). Globeways II is the appointed manager of F2 Bio. The Reporting Person is the founding director of Globeways II and has the sole power to vote upon the acquisition, holding and disposal of all shares held by F2 Bio. . The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
8. These securities are owned directly by F2 MC, LLC ("F2 MC"). Globeways II is the appointed manager of F2 MC. The Reporting Person is the founding director of Globeways II and has the sole power to vote upon the acquisition, holding and disposal of all shares held by F2 MC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
9. These securities are owned directly by F2 GC LLC ("F2 GC"). Globeways II is the appointed manager of F2 GC. The Reporting Person is the founding director of Globeways II and has the sole power to vote upon the acquisition, holding and disposal of all shares held by F2 GC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
Remarks:
/s/ Morana Jovan-Embiricos 01/14/2021
/s/ Morana Jovan-Embiricos for Globeways Holdings Limited 01/14/2021
/s/ Alain Renard and Christian Francois for F2 Vision SCS 01/14/2021
/s/ Rachel Higham and Ivan Bedford for F2 Bioscience I 2017 Limited 01/14/2021
/s/ Morana Jovan-Embiricos for F2-TPO Investments, LLC 01/14/2021
/s/ Rachel Higham and Ivan Bedford for F2 MG Limited 01/14/2021
/s/ Morana Jovan-Embiricos for F2 Bio TD, LLC 01/14/2021
/s/ Morana Jovan-Embiricos for F2 MC, LLC 01/14/2021
/s/ Morana Jovan-Embiricos for F2 GC, LLC 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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