SEC FORM 4

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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

02142

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Globeways Holdings Ltd

(Last)

(First)

(Middle)

C/O LJ PARTNERSHIP, 8, RUE SAINT-LEGER,

(Street)

GENEVA

CH-1205

(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^*

F2 Vision SCS

(Last)

(First)

(Middle)

C/O ATALUX

74 GRAND-RUE

(Street)

LUXEMBOURG

L-1660

(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^*

F2 Bioscience I 2017 Ltd

(Last)

(First)

(Middle)

C/O LJ PARTNERSHIP, 8, RUE SAINT-LEGER,

(Street)

GENEVA

CH-1205

(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^*

F2 MG Ltd

(Last)

(First)

(Middle)

C/O LJ PARTNERSHIP, 8, RUE SAINT-LEGER

(Street)

GENEVA

CH-1205

(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^*

F2 - TPO Investments LLC

(Last)

(First)

(Middle)

C/O SINGER, MCKEON INC.

8 WEST 38TH STREET, SUITE 1001

(Street)

NEW YORK

10018

(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^*

F2 Bio TD, LLC

(Last)

(First)

(Middle)

C/O SINGER, MCKEON INC.

8 WEST 38TH STREET, SUITE 1001

(Street)

NEW YORK

10018

(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^*

F2 MC, LLC

(Last)

(First)

(Middle)

C/O SINGER, MCKEON INC.

8 WEST 38TH STREET, SUITE 1001

(Street)

NEW YORK

10018

(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^*

F2 GC, LLC

(Last)

(First)

(Middle)

C/O SINGER, MCKEON INC.

8 WEST 38TH STREET, SUITE 1001

(Street)

NEW YORK

10018

(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. 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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