Filing Details

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 disclosures provided in a prior cover page.

  NAMES OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  ARCH Venture Fund VI, L.P.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

  WC

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0 shares

  SHARED VOTING POWER

  1,876,511 shares

  SOLE DISPOSITIVE POWER

  0 shares

  SHARED DISPOSITIVE POWER

  1,876,511 shares

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  1,876,511 shares

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  6.2%

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  PN

  NAMES OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  ARCH Venture Partners VI, L.P.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

  AF

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0 shares

  SHARED VOTING POWER

  1,876,511 shares

  SOLE DISPOSITIVE POWER

  0 shares

  SHARED DISPOSITIVE POWER

  1,876,511 shares

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  1,876,511 shares

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  6.2%

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  PN

  NAMES OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  ARCH Venture Partners VI, LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

  AF

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0 shares

  SHARED VOTING POWER

  1,876,511 shares

  SOLE DISPOSITIVE POWER

  0 shares

  SHARED DISPOSITIVE POWER

  1,876,511 shares

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  1,876,511 shares

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  6.2%

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  OO

  NAMES OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  Clinton Bybee

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

  AF

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  1,486 shares

  SHARED VOTING POWER

  1,876,511 shares

  SOLE DISPOSITIVE POWER

  1,486 shares

  SHARED DISPOSITIVE POWER

  1,876,511 shares

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  1,877,997 shares

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  6.2%

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  IN

  NAMES OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  Keith Crandell

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

  AF

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  19,222 shares

  SHARED VOTING POWER

  1,876,511 shares

  SOLE DISPOSITIVE POWER

  19,222 shares

  SHARED DISPOSITIVE POWER

  1,876,511 shares

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  1,895,733 shares

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  6.3%

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  IN

  NAMES OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  Robert Nelsen

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

  AF

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  1,488 shares

  SHARED VOTING POWER

  1,876,511 shares

  SOLE DISPOSITIVE POWER

  1,488 shares

  SHARED DISPOSITIVE POWER

  1,876,511 shares

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  1,877,999 shares

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  6.2%

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  IN

This statement is being filed by: (1) ARCH Venture Fund VI, L.P. (ARCH Venture Fund VI), (2) ARCH Venture Partners VI, L.P. (AVP VI LP), which is the sole general partner of ARCH Venture Fund VI, (3) ARCH Venture Partners VI, LLC (AVP VI LLC), which is the sole general partner of AVP VI LP, (4) Clinton Bybee (Bybee), (5) Keith Crandell (Crandell), and (6) Robert Nelsen (Nelsen and, together with Bybee and Crandell, collectively, the Managing Directors and each individually, a Managing Director). Each of the individuals and entities above shall be referred to herein individually as a Reporting Person and collectively as the Reporting Persons.

The business address of each of the Reporting Persons is 8755 West Higgins Road, Suite 1025, Chicago, IL, 60631.

The principal business of ARCH Venture Fund VI is to invest and assist in developmental and emerging businesses located principally in the United States. The principal business of AVP VI LP is to act as the general partner of ARCH Venture Fund VI. The principal business of AVP VI LLC is to act as the general partner of AVP VI LP. The principal business of each of the Managing Directors is to act as managing directors of AVP VI LLC and a number of affiliated partnerships with similar businesses.

During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding.

During the five years prior to the date hereof, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.

Each of ARCH Venture Fund VI and AVP VI LP is a Delaware limited partnership. AVP VI LLC is a Delaware limited liability company. Each of the Managing Directors is a United States citizen.

The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

Any material change in the present capitalization or dividend policy of the Issuer;

Any other material change in the Issuers business or corporate structure;

Changes in the Issuers charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or

Any action similar to any of those enumerated above.

As of January 9, 2020, as a result of the transactions described in Item 4 above, ARCH Venture Fund VI is the record owner of 1,876,511 shares of Common Stock (the Record Shares).

Regarding the number of shares as to which such person has:

sole power to vote or to direct the vote: See line 7 of cover sheets.

shared power to vote or to direct the vote: See line 8 of cover sheets.

sole power to dispose or to direct the disposition: See line 9 of cover sheets.

shared power to dispose or to direct the disposition: See line 10 of cover sheets.

Except as set forth above, none of the Reporting Persons has effected any transaction in the Common Stock during the last 60 days.

No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, shares beneficially owned by any of the Reporting Persons.

Not applicable.

This Amendment No. 3 to Schedule 13D was executed by Mark McDonnell pursuant to a Power of Attorney filed as Exhibit 24 to the Form 3 relating to the beneficial ownership of shares of Fate Therapeutics, Inc. (FATE) by the Reporting Persons filed with the Securities Exchange Commission on September 30, 2013 and incorporated herein in its entirety by reference.

This Amendment No. 3 to Schedule 13D was executed by Mark McDonnell pursuant to a Power of Attorney filed as Exhibit 24 to the Form 3 relating to the beneficial ownership of shares of Fate Therapeutics, Inc. (FATE) by the Reporting Persons filed with the Securities Exchange Commission on September 30, 2013 and incorporated herein in its entirety by reference.