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^*

Woiwode Thomas

(Last)

(First)

(Middle)

ONE SANSOME STREET

SUITE 3630

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/27/2018

3. Issuer Name and Ticker or Trading Symbol
Gritstone Oncology, Inc. [ GRTS ]

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

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

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)

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)
Series A Convertible Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	2,173,909	⁽¹⁾	I	See Footnote⁽³⁾
Series B Convertible Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	929,020	⁽¹⁾	I	See Footnote⁽⁴⁾

Explanation of Responses:

1. 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.

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

3. Consists of (I) 1,907,729 shares held by Versant Venture Capital V, L.P. ("VVC V"), (ii) 145,186 shares held by Versant Venture Capital V (Canada) LP ("VVC CAN"), (iii) 63,610 shares held by Versant Ophthalmic Affiliates Fund I, L.P. ("VOA"), and (iv) 57,384 shares held by Versant Affiliates Fund V, L.P. ("VAF V"). Versant Ventures V, LLC, or VV V, serves as the sole general partner of VOA, VAF V and VVC V and owns no shares directly. Versant Ventures V (Canada) GP-GP, Inc. ("VV V CAN GP"), serves as the sole general partner of Versant Ventures V (Canada), L.P. ("VV V CAN"), which serves as the sole general partner of VVC CAN and owns no shares directly. The Reporting Person is a managing director of VV V and a director of VV V CAN GP and shares voting and dispositive power over the shares held by VOA, VAF V, VVC V and VVC CAN. He disclaims beneficial ownership of the shares held by VOA, VAF V, VVC V and VVC CAN, except to the extent of his pecuniary interest therein.

4. Consists of (I) 815,302 shares held by Versant Venture Capital V, L.P. ("VVC V"), (ii) 62,048 shares held by Versant Venture Capital V (Canada) LP ("VVC CAN"), (iii) 27,146 shares held by Versant Ophthalmic Affiliates Fund I, L.P. ("VOA"), and (iv) 24,524 shares held by Versant Affiliates Fund V, L.P. ("VAF V"). Versant Ventures V, LLC, or VV V, serves as the sole general partner of VOA, VAF V and VVC V and owns no shares directly. Versant Ventures V (Canada) GP-GP, Inc. ("VV V CAN GP"), serves as the sole general partner of Versant Ventures V (Canada), L.P. ("VV V CAN"), which serves as the sole general partner of VVC CAN and owns no shares directly. The Reporting Person is a managing director of VV V and a director of VV V CAN GP and shares voting and dispositive power over the shares held by VOA, VAF V, VVC V and VVC CAN. He disclaims beneficial ownership of the shares held by VOA, VAF V, VVC V and VVC CAN, except to the extent of his pecuniary interest therein.

	/s/ Thomas Woiwode	09/27/2018
	** 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.