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^*

Giraudo Bryan

(Last)

(First)

(Middle)

3013 SCIENCE PARK ROAD

SUITE 200

(Street)

SAN DIEGO

92121

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/07/2019

3. Issuer Name and Ticker or Trading Symbol
Gossamer Bio, Inc. [ GOSS ]

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

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

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 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	12,698	$0.00	D
Series B Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	5,181	$0.00	D
Stock Option (Right to Buy)	⁽³⁾	05/21/2028	Common Stock	405,666	$2.61	D
Stock Option (Right to Buy)	⁽⁴⁾	12/10/2028	Common Stock	155,555	$10.71	D

Explanation of Responses:

1. The 57,142 shares of Series A Preferred Stock held by the Reporting Person are convertible, at any time, at the holder's election, at a ratio of 4.5 to one share of the Issuer's common stock. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series A Preferred Stock will automatically convert at a ratio of 4.5 to one share of the Issuer's common stock. The Series A Preferred Stock has no expiration date.

2. The 23,316 shares of Series B Preferred Stock held by the Reporting Person are convertible, at any time, at the holder's election, at a ratio of 4.5 to one share of the Issuer's common stock. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series B Preferred Stock will automatically convert at a ratio of 4.5 to one share of the Issuer's common stock. The Series B Preferred Stock has no expiration date.

3. 25% of the total number of shares subject to the option will vest on May 7, 2019 and 1/48th of the total number of shares subject to the option vest on the last day of each one-month period thereafter, subject to the Reporting Person's continuous service to the Corporation on each such vesting date. The shares subject to the option are also subject to certain accelerated vesting provisions as set forth in more detail in the employment agreement between the Issuer and the Reporting Person.

4. 25% of the total number of shares subject to the option will vest on December 7, 2019 and 1/48th of the total number of shares subject to the option vest on the last day of each one-month period thereafter, subject to the Reporting Person's continuous service to the Corporation on each such vesting date. The shares subject to the option are also subject to certain accelerated vesting provisions as set forth in more detail in the employment agreement between the Issuer and the Reporting Person.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Jeff Boerneke, Attorney-in-Fact	02/07/2019
	** 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.