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* UBS Oncology Impact Fund L.P. (Last) (First) (Middle) UBS TRUSTEES (CAYMAN) LTD 5TH FL CAYMAN CORP CENTER 27 HOSPITAL (Street) GEORGE TOWN E9 KY1-1106 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/07/2021	3. Issuer Name and Ticker or Trading Symbol Cullinan Management, Inc. [ CGEM ]
		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) 01/07/2021
			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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series Seed Convertible Preferred Stock	(1)	(1)	Common Stock	1,136,525	(1)	D(2)(3)
Series A Convertible Preferred Stock	(1)	(1)	Common Stock	3,551,640	(1)	D(2)(3)
Series B Convertible Preferred Stock	(1)	(1)	Common Stock	2,276,692	(1)	D(2)(3)
Series C Convertible Preferred Stock	(1)	(1)	Common Stock	649,030	(1)	D(2)(3)

1. Name and Address of Reporting Person* UBS Oncology Impact Fund L.P. (Last) (First) (Middle) UBS TRUSTEES (CAYMAN) LTD 5TH FL CAYMAN CORP CENTER 27 HOSPITAL (Street) GEORGE TOWN E9 KY1-1106 (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* Oncology Impact Fund (Cayman) Management L.P. (Last) (First) (Middle) UBS TRUSTEES (CAYMAN) LTD 5TH FL CAYMAN CORP CENTER 27 HOSPITAL (Street) GEORGE TOWN E9 KY1-1106 (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* MPM Oncology Impact Management GP LLC (Last) (First) (Middle) C/O MPM ASSET MANAGEMENT LLC 450 KENDALL STREET (Street) CAMBRIDGE MA 02142 (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* MPM Oncology Impact Management LP (Last) (First) (Middle) C/O MPM ASSET MANAGEMENT LLC 450 KENDALL STREET (Street) CAMBRIDGE MA 02142 (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") is convertible into shares of the Issuer's Common Stock on a 1-for-1 basis into the number 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. The Preferred Stock has no expiration date.

2. These securities are owned directly by UBS Oncology Impact Fund LP ("OIF"). The general partner of OIF is Oncology Impact Fund (Cayman) Management L.P. ("OIF GP"). The general partner of OIF GP is MPM Oncology Impact Management L.P. The general partner of MPM Oncology Impact Management L.P. is MPM Oncology Impact Management GP LLC. Dr. Ansbert Gadicke is a member of the Issuer's board of directors and is a managing member and the managing director of MPM Oncology Impact Management GP LLC.

3. Each of the Reporting Persons disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein.

Remarks:

This amended Form 3 is being filed to add Reporting Persons.

	/s/ Ansbert Gadicke, managing director of MPM Oncology Impact Management GP LLC, the general partner of MPM Oncology Impact Management LP, the general partner of Oncology Impact Fund (Cayman) Management L.P., the GP of UBS Oncology Impact Fund L.P	01/14/2021
	/s/ Ansbert Gadicke, managing director of MPM Oncology Impact Management GP LLC, the general partner of MPM Oncology Impact Management LP, the general partner of Oncology Impact Fund (Cayman) Management L.P.	01/14/2021
	/s/ Ansbert Gadicke, managing director of MPM Oncology Impact Management GP LLC	01/14/2021
	/s/ Ansbert Gadicke, managing director of MPM Oncology Impact Management GP LLC, the general partner of MPM Oncology Impact Management LP	01/14/2021
	** Signature of Reporting Person	Date
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