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Filing Details

Accession Number:: 0001193125-19-034465
Form Type:: 13G Filing
Publication Date:: 2019-02-11 21:25:03

Filed By:: Gv 2016, L.p.
Company:: Arcus Biosciences Inc.
Filing Date:: 2019-02-12
SEC Url:: 13G Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Sole Voting Power	Sole Dispositive Power	Aggregate Amount Owned Power	Percent of Class
GV	3,125,312	3,125,312	3,125,312	7.03%
GV	3,125,312	3,125,312	3,125,312	7.03%
GV	3,125,312	3,125,312	3,125,312	7.03%
GV	1,924,474	1,924,474	1,924,474	4.33%
GV	1,924,474	1,924,474	1,924,474	4.33%
GV	1,924,474	1,924,474	1,924,474	4.33%
Alphabet Holdings	5,049,786	5,049,786	5,049,786	11.36%
XXVI Holdings Inc	5,049,786	5,049,786	5,049,786	11.36%
Alphabet Inc	5,049,786	5,049,786	5,049,786	11.36%

Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Arcus Biosciences, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

03969F109

(CUSIP Number)

December 31, 2018

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

Page 1 of 19


CUSIP No. 03969F109		13G


1	NAME OF REPORTING PERSONS GV 2016, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 3,125,312⁽¹⁾
		6	SHARED VOTING POWER See response to row 5.
		7	SOLE DISPOSITIVE POWER 3,125,312 ⁽²⁾
		8	SHARED DISPOSITIVE POWER See response to row 7.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,125,312
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.03% ⁽³⁾
12	TYPE OF REPORTING PERSON PN

⁽¹⁾

Consists of 3,125,312 shares of the Issuers Common Stock held directly by GV 2016, L.P. GV 2016 GP, L.P. (the general partner of GV 2016, L.P.), GV 2016 GP, L.L.C. (the general partner of GV 2016 GP, L.P.), Alphabet Holdings LLC (the sole member of GV 2016 GP, L.L.C.), XXVI Holdings Inc. (the managing member of Alphabet Holdings LLC), and Alphabet Inc. (the sole stockholder of XXVI Holdings Inc.) may each be deemed to have sole power to vote the shares held directly by GV 2016, L.P.

⁽²⁾

⁽³⁾	Based on 44,453,724 shares of the Issuers Common Stock outstanding as of November 1, 2018 as disclosed in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2018.

Page 2 of 19


CUSIP No. 03969F109		13G


1	NAME OF REPORTING PERSONS GV 2016 GP, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 3,125,312⁽¹⁾
		6	SHARED VOTING POWER See response to row 5.
		7	SOLE DISPOSITIVE POWER 3,125,312 ⁽²⁾
		8	SHARED DISPOSITIVE POWER See response to row 7.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,125,312
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.03% ⁽³⁾
12	TYPE OF REPORTING PERSON PN

⁽¹⁾

⁽²⁾

⁽³⁾	Based on 44,453,724 shares of the Issuers Common Stock outstanding as of November 1, 2018 as disclosed in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2018.

Page 3 of 19


CUSIP No. 03969F109		13G


1	NAME OF REPORTING PERSONS GV 2016 GP, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 3,125,312⁽¹⁾
		6	SHARED VOTING POWER See response to row 5.
		7	SOLE DISPOSITIVE POWER 3,125,312 ⁽²⁾
		8	SHARED DISPOSITIVE POWER See response to row 7.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,125,312
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.03%⁽³⁾
12	TYPE OF REPORTING PERSON OO

⁽¹⁾

⁽²⁾

⁽³⁾	Based on 44,453,724 shares of the Issuers Common Stock outstanding as of November 1, 2018 as disclosed in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2018.

Page 4 of 19


CUSIP No. 03969F109		13G


1	NAME OF REPORTING PERSONS GV 2017, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 1,924,474⁽⁴⁾
		6	SHARED VOTING POWER See response to row 5.
		7	SOLE DISPOSITIVE POWER 1,924,474⁽⁵⁾
		8	SHARED DISPOSITIVE POWER See response to row 7.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,924,474
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.33%⁽³⁾
12	TYPE OF REPORTING PERSON PN

⁽⁴⁾

Consists of 1,924,474 shares of the Issuers Common Stock held directly by GV 2017, L.P. GV 2017 GP, L.P. (the general partner of GV 2017, L.P.), GV 2017 GP, L.L.C. (the general partner of GV 2017 GP, L.P.), Alphabet Holdings LLC (the sole member of GV 2017 GP, L.L.C.), XXVI Holdings Inc. (the managing member of Alphabet Holdings LLC), and Alphabet Inc. (the sole stockholder of XXVI Holdings Inc.) may each be deemed to have sole power to vote the shares held directly by GV 2017, L.P.

⁽⁵⁾

⁽³⁾	Based on 44,453,724 shares of the Issuers Common Stock outstanding as of November 1, 2018 as disclosed in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2018.

Page 5 of 19


CUSIP No. 03969F109		13G


1	NAME OF REPORTING PERSONS GV 2017 GP, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 1,924,474⁽⁴⁾
		6	SHARED VOTING POWER See response to row 5.
		7	SOLE DISPOSITIVE POWER 1,924,474⁽⁵⁾
		8	SHARED DISPOSITIVE POWER See response to row 7.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,924,474
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.33%⁽³⁾
12	TYPE OF REPORTING PERSON PN

⁽⁴⁾

⁽⁵⁾

⁽³⁾	Based on 44,453,724 shares of the Issuers Common Stock outstanding as of November 1, 2018 as disclosed in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2018.

Page 6 of 19


CUSIP No. 03969F109		13G


1	NAME OF REPORTING PERSONS GV 2017 GP, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 1,924,474⁽⁴⁾
		6	SHARED VOTING POWER See response to row 5.
		7	SOLE DISPOSITIVE POWER 1,924,474⁽⁵⁾
		8	SHARED DISPOSITIVE POWER See response to row 7.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,924,474
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.33%⁽³⁾
12	TYPE OF REPORTING PERSON OO

⁽⁴⁾

⁽⁵⁾

⁽³⁾	Based on 44,453,724 shares of the Issuers Common Stock outstanding as of November 1, 2018 as disclosed in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2018.

Page 7 of 19


CUSIP No. 03969F109		13G


1	NAME OF REPORTING PERSONS Alphabet Holdings LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 5,049,786⁽⁶⁾
		6	SHARED VOTING POWER See response to row 5.
		7	SOLE DISPOSITIVE POWER 5,049,786⁽⁷⁾
		8	SHARED DISPOSITIVE POWER See response to row 7.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,049,786
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.36%⁽³⁾
12	TYPE OF REPORTING PERSON OO

⁽⁶⁾

Consists of 3,125,312 shares of the Issuers Common Stock held directly by GV 2016, L.P. and 1,924,474 shares of the Issuers Common Stock held directly by GV 2017, L.P. GV 2016 GP, L.P. (the general partner of GV 2016, L.P.), GV 2016 GP, L.L.C. (the general partner of GV 2016 GP, L.P.), Alphabet Holdings LLC (the sole member of GV 2016 GP, L.L.C.), XXVI Holdings Inc. (the managing member of Alphabet Holdings LLC), and Alphabet Inc. (the sole stockholder of XXVI Holdings Inc.) may each be deemed to have sole power to vote the shares held directly by GV 2016, L.P. GV 2017 GP, L.P. (the general partner of GV 2017, L.P.), GV 2017 GP, L.L.C. (the general partner of GV 2017 GP, L.P.), Alphabet Holdings LLC (the sole member of GV 2017 GP, L.L.C.), XXVI Holdings Inc. (the managing member of Alphabet Holdings LLC), and Alphabet Inc. (the sole stockholder of XXVI Holdings Inc.) may each be deemed to have sole power to vote the shares held directly by GV 2017, L.P.

⁽⁷⁾

Consists of 3,125,312 shares of the Issuers Common Stock held directly by GV 2016, L.P. and 1,924,474 shares of the Issuers Common Stock held directly by GV 2017, L.P. GV 2016 GP, L.P. (the general partner of GV 2016, L.P.), GV 2016 GP, L.L.C. (the general partner of GV 2016 GP, L.P.), Alphabet Holdings LLC (the sole member of GV 2016 GP, L.L.C.), XXVI Holdings Inc. (the managing member of Alphabet Holdings LLC), and Alphabet Inc. (the sole stockholder of XXVI Holdings Inc.) may each be deemed to have sole power to dispose of the shares held directly by GV 2016, L.P. GV 2017 GP, L.P. (the general partner of GV 2017, L.P.), GV 2017 GP, L.L.C. (the general partner of GV 2017 GP, L.P.), Alphabet Holdings LLC (the sole member of GV 2017 GP, L.L.C.), XXVI

Page 8 of 19

Holdings Inc. (the managing member of Alphabet Holdings LLC), and Alphabet Inc. (the sole stockholder of XXVI Holdings Inc.) may each be deemed to have sole power to dispose of the shares held directly by GV 2017, L.P.

⁽³⁾	Based on 44,453,724 shares of the Issuers Common Stock outstanding as of November 1, 2018 as disclosed in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2018.

Page 9 of 19


CUSIP No. 03969F109		13G


1	NAME OF REPORTING PERSONS XXVI Holdings Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 5,049,786⁽⁶⁾
		6	SHARED VOTING POWER See response to row 5.
		7	SOLE DISPOSITIVE POWER 5,049,786⁽⁷⁾
		8	SHARED DISPOSITIVE POWER See response to row 7.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,049,786
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.36%⁽³⁾
12	TYPE OF REPORTING PERSON CO

⁽⁶⁾

⁽⁷⁾

Consists of 3,125,312 shares of the Issuers Common Stock held directly by GV 2016, L.P. and 1,924,474 shares of the Issuers Common Stock held directly by GV 2017, L.P. GV 2016 GP, L.P. (the general partner of GV 2016, L.P.), GV 2016 GP, L.L.C. (the general partner of GV 2016 GP, L.P.), Alphabet Holdings LLC (the sole member of GV 2016 GP, L.L.C.), XXVI Holdings Inc. (the managing member of Alphabet Holdings LLC), and Alphabet Inc. (the sole stockholder of XXVI Holdings Inc.) may each be deemed to have sole power to dispose of the shares held directly by GV 2016, L.P. GV 2017 GP, L.P. (the general partner of GV 2017, L.P.), GV 2017 GP, L.L.C. (the general partner of GV 2017 GP, L.P.), Alphabet Holdings LLC (the sole member of GV 2017 GP, L.L.C.), XXVI Holdings Inc. (the managing member of Alphabet Holdings LLC), and Alphabet Inc. (the sole stockholder of XXVI Holdings Inc.) may each be deemed to have sole power to dispose of the shares held directly by GV 2017, L.P.

⁽³⁾	Based on 44,453,724 shares of the Issuers Common Stock outstanding as of November 1, 2018 as disclosed in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2018.

Page 10 of 19


CUSIP No. 03969F109		13G


1	NAME OF REPORTING PERSONS Alphabet Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 5,049,786⁽⁶⁾
		6	SHARED VOTING POWER See response to row 5.
		7	SOLE DISPOSITIVE POWER 5,049,786⁽⁷⁾
		8	SHARED DISPOSITIVE POWER See response to row 7.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,049,786
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.36%⁽³⁾
12	TYPE OF REPORTING PERSON CO, HC

⁽⁶⁾

⁽⁷⁾

Consists of 3,125,312 shares of the Issuers Common Stock held directly by GV 2016, L.P. and 1,924,474 shares of the Issuers Common Stock held directly by GV 2017, L.P. GV 2016 GP, L.P. (the general partner of GV 2016, L.P.), GV 2016 GP, L.L.C. (the general partner of GV 2016 GP, L.P.), Alphabet Holdings LLC (the sole member of GV 2016 GP, L.L.C.), XXVI Holdings Inc. (the managing member of Alphabet Holdings LLC), and Alphabet Inc. (the sole stockholder of XXVI Holdings Inc.) may each be deemed to have sole power to dispose of the shares held directly by GV 2016, L.P. GV 2017 GP, L.P. (the general partner of GV 2017, L.P.), GV 2017 GP, L.L.C. (the general partner of GV 2017 GP, L.P.), Alphabet Holdings LLC (the sole member of GV 2017 GP, L.L.C.), XXVI Holdings Inc. (the managing member of Alphabet Holdings LLC), and Alphabet Inc. (the sole stockholder of XXVI Holdings Inc.) may each be deemed to have sole power to dispose of the shares held directly by GV 2017, L.P.

⁽³⁾	Based on 44,453,724 shares of the Issuers Common Stock outstanding as of November 1, 2018 as disclosed in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2018.

Page 11 of 19

ITEM 1(A).

NAME OF ISSUER:

Arcus Biosciences, Inc.

ITEM 1(B).

ADDRESS OF ISSUERS PRINCIPAL EXECUTIVE OFFICES:

3928 Point Eden Way

Hayward, CA 94545

ITEM 2(A).

NAME OF PERSONS FILING:

This statement is filed by the following entities, collectively referred to as the Reporting Persons:

GV 2016, L.P., a Delaware limited partnership

GV 2016 GP, L.P., a Delaware limited partnership

GV 2016 GP, L.L.C., a Delaware limited liability company

GV 2017, L.P., a Delaware limited partnership

GV 2017 GP, L.P., a Delaware limited partnership

GV 2017 GP, L.L.C., a Delaware limited liability company

Alphabet Holdings LLC, a Delaware limited liability company

XXVI Holdings Inc., a Delaware corporation, and

Alphabet Inc., a Delaware corporation

Each of GV 2016 GP, L.P. (the general partner of GV 2016, L.P.), GV 2016 GP, L.L.C. (the general partner of GV 2016 GP, L.P.), Alphabet Holdings LLC (the sole member of the GV 2016 GP, L.L.C.), XXVI Holdings Inc. (the managing member of Alphabet Holdings LLC), and Alphabet Inc. (the sole stockholder of XXVI Holdings Inc.) may be deemed to have sole power to vote or sole power to dispose of the securities owned directly by the GV 2016, L.P.

Each of GV 2017 GP, L.P. (the general partner of GV 2017, L.P.), GV 2017 GP, L.L.C. (the general partner of GV 2017 GP, L.P.), Alphabet Holdings LLC (the sole member of the GV 2017 GP, L.L.C.), XXVI Holdings Inc. (the managing member of Alphabet Holdings LLC), and Alphabet Inc. (the sole stockholder of XXVI Holdings Inc.) may be deemed to have sole power to vote or sole power to dispose of the securities owned directly by the GV 2017, L.P.

ITEM 2(B).

ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE:

The address of the principal business office for each of the Reporting Persons is:

1600 Amphitheatre Parkway

Mountain View, CA 94043

ITEM 2(C)

CITIZENSHIP:

GV 2016, L.P. is a Delaware limited partnership, GV 2016 GP, L.P. is a Delaware limited partnership, GV 2016 GP, L.L.C. is a Delaware limited liability company, GV 2017, L.P. is a Delaware limited partnership, GV 2017 GP, L.P. is a Delaware limited partnership, GV 2017 GP, L.L.C. is a Delaware limited liability company, Alphabet Holdings LLC is a Delaware limited liability company, XXVI Holdings Inc. is a Delaware corporation, and Alphabet Inc. is a Delaware corporation.

ITEM 2(D)/(E)

TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER:

Common Stock, par value $0.0001 per share

CUSIP # 03969F109

Page 12 of 19

ITEM 3.

Not Applicable.

ITEM 4.

OWNERSHIP:

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a) Amount beneficially owned:

See Row 9 of cover page for each Reporting Person.

(b) Percent of Class:

See Row 11 of cover page for each Reporting Person.

(i) Sole power to vote or to direct the vote:

See Row 5 of cover page for each Reporting Person.

(ii) Shared power to vote or to direct the vote:

See Row 6 of cover page for each Reporting Person.

(iii) Sole power to dispose or to direct the disposition of:

See Row 7 of cover page for each Reporting Person.

(iv) Shared power to dispose or to direct the disposition of:

See Row 8 of cover page for each Reporting Person.

ITEM 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

Not Applicable.

ITEM 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

Under certain circumstances set forth in the limited partnership agreement of GV 2016, L.P., the limited partnership agreement of GV 2017, L.P., the limited partnership agreement of GV 2016 GP, L.P., the limited partnership agreement of GV 2017 GP, L.P., limited liability company agreement of GV 2016 GP, L.L.C., and the limited liability company agreement of GV 2017 GP, L.L.C., the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a general partner, limited partner, or member.

ITEM 7.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:

Not Applicable.

Page 13 of 19

ITEM 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:

Not Applicable.

ITEM 9.

NOTICE OF DISSOLUTION OF GROUP:

Not Applicable.

ITEM 10.

CERTIFICATION:

Not Applicable.

Page 14 of 19

SIGNATURES

After reasonable inquiry and to the best of her or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 11, 2019


GV 2016, L.P.
By:		GV 2016 GP, L.P., its General Partner
By:		GV 2016 GP, L.L.C., its General Partner
By:		Alphabet Holdings LLC, its Sole Member

By:		/s/ Kathryn W. Hall
Name:		Kathryn W. Hall
Title:		Secretary


GV 2016 GP, L.P.
By:		GV 2016 GP, L.L.C., its General Partner
By:		Alphabet Holdings LLC, its Sole Member

By:		/s/ Kathryn W. Hall
Name:		Kathryn W. Hall
Title:		Secretary


GV 2016 GP, L.L.C.
By:		Alphabet Holdings LLC, its Sole Member

By:		/s/ Kathryn W. Hall
Name:		Kathryn W. Hall
Title:		Secretary


GV 2017, L.P.
By:		GV 2017 GP, L.P., its General Partner
By:		GV 2017 GP, L.L.C., its General Partner
By:		Alphabet Holdings LLC, its Sole Member

By:		/s/ Kathryn W. Hall
Name:		Kathryn W. Hall
Title:		Secretary


GV 2017 GP, L.P.
By:		GV 2017 GP, L.L.C., its General Partner
By:		Alphabet Holdings LLC, its Sole Member

By:		/s/ Kathryn W. Hall
Name:		Kathryn W. Hall
Title:		Secretary


GV 2017 GP, L.L.C
By:		Alphabet Holdings LLC, its Sole Member

By:		/s/ Kathryn W. Hall
Name:		Kathryn W. Hall
Title:		Secretary


Alphabet Holdings LLC

By:		/s/ Kathryn W. Hall
Name:		Kathryn W. Hall
Title:		Secretary

Page 15 of 19


XXVI Holdings Inc.

By:		/s/ Kathryn W. Hall
Name:		Kathryn W. Hall
Title:		Assistant Secretary


Alphabet Inc.

By:		/s/ Kathryn W. Hall
Name:		Kathryn W. Hall
Title:		Assistant Secretary

Page 16 of 19

EXHIBIT INDEX


Exhibit		Found on Sequentially Numbered Page

Exhibit A: Agreement of Joint Filing		18

Page 17 of 19