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^*

GADICKE ANSBERT

(Last)

(First)

(Middle)

C/O CULLINAN MANAGEMENT, INC.

ONE MAIN STREET, SUITE 520

(Street)

CAMBRIDGE

02142

(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)

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)
Common Stock	281,268	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)	⁽¹⁾	10/28/2030	Common Stock	262,114	$4.3	D
Stock Option (Right to Buy)	⁽¹⁾	10/28/2030	Common Stock	88,824	$4.3	D
Series Seed Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	1,136,525	⁽²⁾	I	See footnote⁽³⁾
Series A Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	3,551,640	⁽²⁾	I	See footnote⁽³⁾
Series B Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	2,276,692	⁽²⁾	I	See footnote⁽³⁾
Series C Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	649,030	⁽²⁾	I	See footnote⁽³⁾

Explanation of Responses:

1. 25% of the shares vested on March 8, 2018, and the remaining shall vest in 36 equal monthly installments thereafter, subject to the Reporting Person's continuous service to the Issuer on each such date.

2. 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-7.0390 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.

3. 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 our board of directors and is a managing member and the managing director of MPM Oncology Impact Management GP LLC. Each of the entities listed above and Dr. Gadicke expressly disclaim beneficial ownership of the securities listed above except to the extent of any pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Jeffrey Trigilio, attorney-in-fact	01/07/2021
	** 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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