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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 05/02/2018 |
3. Issuer Name and Ticker or Trading Symbol
Unity Biotechnology, Inc. [ UBX ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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) |
Common Stock | 79,096 | I | See Footnote(1) |
Common Stock | 33,898 | I | See Footnote(2) |
Common Stock | 39,547 | I | See Footnote(3)(7) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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 A-1 Preferred Stock | (4) | (5) | Common Stock | 2,030,625 | (4) | I | See Footnote(3)(7) |
Series A-2 Preferred Stock | (4) | (5) | Common Stock | 4,228,432 | (4) | I | See Footnote(3)(7) |
Series B Preferred Stock | (4) | (5) | Common Stock | 2,067,160 | (4) | I | See Footnote(3)(7) |
Series B Preferred Stock | (4) | (5) | Common Stock | 1,486,745 | (4) | I | See Footnote(6)(7) |
Series C Preferred Stock | (4) | (5) | Common Stock | 195,672 | (4) | I | See Footnote(6)(7) |
Explanation of Responses: |
1. The shares are directly held by Backes & Burow 2012 Revocable Trust, in which the Reporting Person holds a controlling interest. |
2. The shares are directly held by the Reporting Person's spouse. |
3. The shares are directly held by ARCH Venture Fund VII, L.P. ("ARCH Fund VII"). The sole general partner of ARCH Fund VII is ARCH Venture Partners VII, L.P. ("ARCH Partners VII"), which may be deemed to be the beneficial owner of the shares held by ARCH Fund VII. The sole general partner of ARCH Partners VII is ARCH Venture Partners VII, LLC ("ARCH VII LLC"), which may be deemed to be the beneficial owner of the shares held by ARCH Fund VII. ARCH Partners VII and ARCH VII LLC disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein. |
4. The shares of the Issuer's Preferred Stock automatically convert into shares of the Issuer's Common Stock, for no additional consideration, on a 1:1 basis immediately prior to the consummation of the Issuer's initial public offering. |
5. The expiration date is not relevant to the conversion of these securities. |
6. The shares are directly held by ARCH Venture Fund VIII Overage, L.P. ("ARCH Overage"). The sole general partner of ARCH Overage is ARCH Venture Partners VIII, LLC ("AVP GPLLC"), which may be deemed to be the beneficial owner of the shares held by ARCH Overage. AVP GPLLC disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein. |
7. The managing directors of ARCH VII LLC and AVP GPLLC are Keith Crandell, Clinton Bybee and Robert Nelsen, and they may be deemed to beneficially own the shares held by ARCH Fund VII and ARCH Overage. Messrs. Crandell, Bybee and Nelsen disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein. Director Kristina Burow owns an interest in ARCH Partners VII and AVP GPLLC but does not have voting or investment control over the shares held by ARCH Fund VII or ARCH Overage and disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein. |
/s/ Tamara L. Tompkins, Attorney-in-Fact for Kristina Burow | 05/02/2018 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |