SEC FORM 3

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^*

Leonard Keith R

(Last)

(First)

(Middle)

C/O UNITY BIOTECHNOLOGY, INC.

3280 BAYSHORE BOULEVARD

(Street)

BRISBANE

94005

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/02/2018

3. Issuer Name and Ticker or Trading Symbol
Unity Biotechnology, Inc. [ UBX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
Common Stock	152,542	I	See Footnote⁽¹⁾
Common Stock	149,152	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Option (Right to Buy)	⁽²⁾	01/20/2027	Common Stock	1,384,100	$3.4	D
Stock Option (Right to Buy)	⁽³⁾⁽⁴⁾	01/29/2028	Common Stock	106,577	$3.43	D
Series B Preferred Stock	⁽⁵⁾	⁽⁶⁾	Common Stock	383,475	⁽⁵⁾	I	See Footnote⁽⁷⁾
Series B Preferred Stock	⁽⁵⁾	⁽⁶⁾	Common Stock	148,448	⁽⁵⁾	I	See Footnote⁽⁸⁾
Series C Preferred Stock	⁽⁵⁾	⁽⁶⁾	Common Stock	1,630	⁽⁵⁾	D

Explanation of Responses:

1. The shares are directly held by Keith Richard Leonard, Jr. 2017 Retained Annuity Trust.

2. The shares subject to the option vest and become exercisable in 48 successive, equal monthly installments measured from October 26, 2016, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date.

3. 1/3 of the shares underlying the option will be scheduled to vest upon i) the closing of a financing where the Issuer sells shares of its equity securities to institutional investors at a price per share of at least $36.88, ii) a change in control with aggregate proceeds payable to holders of the Issuer's common stock at a price per share of at least $36.88, or iii) the Issuer attains an average trading price after IPO of at least $36.88 as measured by a trailing 30 day volume-weighted average price (VWAP) (continued)

4. 2/3 of the shares underlying the option will vest upon i) the closing of a financing where the Company sells shares of its equity securities to institutional investors with a pre-money valuation of at least $2.5B, ii) a change in control with aggregate proceeds payable to holders of the Company's common stock at a valuation of the Company of at least $2.5B, or iii) the Company attains a market capitalization after IPO of at least $2.5B as measured by a trailing 30 day VWAP, in each case subject to the reporting person's continuing services to the Issuer through each applicable vesting date.

5. 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.

6. The expiration date is not relevant to the conversion of these securities.

7. The shares are directly held by Andalucia Ventures LLC, a limited liability company in which the Reporting Person holds a controlling interest.

8. The shares are directly held by Pathfinder Investment Fund, LLC, a limited liability company in which the Reporting Person holds a controlling interest.

	/s/ Tamara L. Tompkins, Attorney-in-Fact for Keith R. Leonard	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).
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