Filing Details
- Accession Number:
- 0001638599-18-001185
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2018-10-11 17:57:33
- Reporting Period:
- 2018-10-09
- Accepted Time:
- 2018-10-11 17:57:33
- SEC Url:
- Form 4 Filing
Issuer
Cik | Name | Symbol | Sector (SIC) | IRS No |
---|---|---|---|---|
1468748 | Kodiak Sciences Inc. | KOD | () | 4 |
Insiders
Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
---|---|---|---|---|---|---|---|
1087939 | Julian Baker | 860 Washington Street, 3Rd Floor New York NY 10014 | Yes | No | Yes | No | |
1087940 | Felix Baker | 860 Washington Street 3Rd Floor New York NY 10014 | Yes | No | Yes | No | |
1263508 | Baker Bros. Advisors Lp | 860 Washington Street 3Rd Floor New York NY 10014 | Yes | No | Yes | No | |
1363364 | Baker Brothers Life Sciences Lp | 860 Washington Street 3Rd Floor New York NY 10014 | Yes | No | Yes | No | |
1551139 | 667, L.p. | 860 Washington Street, 3Rd Floor New York NY 10014 | Yes | No | Yes | No | |
1580575 | Baker Bros. Advisors (Gp) Llc | 860 Washington Street 3Rd Floor New York NY 10014 | Yes | No | Yes | No |
Reported Non-Derivative Transactions
Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
---|---|---|---|---|---|---|---|---|---|---|
Common Stock | Acquisiton | 2018-10-09 | 372,792 | $0.00 | 372,792 | No | 4 | C | Indirect | See Footnotes |
Common Stock | Acquisiton | 2018-10-09 | 4,627,208 | $0.00 | 4,627,208 | No | 4 | C | Indirect | See Footnotes |
Common Stock | Acquisiton | 2018-10-09 | 58,989 | $5.00 | 431,781 | No | 4 | C | Indirect | See Footnotes |
Common Stock | Acquisiton | 2018-10-09 | 732,198 | $5.00 | 5,359,406 | No | 4 | C | Indirect | See Footnotes |
Common Stock | Acquisiton | 2018-10-09 | 86,501 | $0.00 | 518,282 | No | 4 | J | Indirect | See Footnotes |
Common Stock | Acquisiton | 2018-10-09 | 767,427 | $0.00 | 6,126,833 | No | 4 | J | Indirect | See Footnotes |
Common Stock | Acquisiton | 2018-10-09 | 251,898 | $10.00 | 770,180 | No | 4 | P | Indirect | See Footnotes |
Common Stock | Acquisiton | 2018-10-09 | 2,248,102 | $10.00 | 8,374,935 | No | 4 | P | Indirect | See Footnotes |
Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
---|---|---|---|---|
No | 4 | C | Indirect | See Footnotes |
No | 4 | C | Indirect | See Footnotes |
No | 4 | C | Indirect | See Footnotes |
No | 4 | C | Indirect | See Footnotes |
No | 4 | J | Indirect | See Footnotes |
No | 4 | J | Indirect | See Footnotes |
No | 4 | P | Indirect | See Footnotes |
No | 4 | P | Indirect | See Footnotes |
Reported Derivative Transactions
Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
---|---|---|---|---|---|---|---|
Common Stock | Series B Redeemable Convertible Preferred Shares | Disposition | 2018-10-09 | 372,792 | $0.00 | 372,792 | $0.00 |
Common Stock | Series B Redeemable Convertible Preferred Shares | Disposition | 2018-10-09 | 4,627,208 | $0.00 | 4,627,208 | $0.00 |
Common Stock | Secured Bridge Notes 30% 12/1/2020 | Disposition | 2018-10-09 | 294,948 | $0.00 | 58,989 | $5.00 |
Common Stock | Secured Bridge Notes 30% 12/1/2020 | Disposition | 2018-10-09 | 3,660,993 | $0.00 | 732,198 | $5.00 |
Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
---|---|---|---|---|---|---|
0 | No | 4 | C | Indirect | ||
0 | No | 4 | C | Indirect | ||
0 | 2018-01-31 | 2020-12-01 | No | 4 | C | Indirect |
0 | 2018-01-31 | 2020-12-01 | No | 4 | C | Indirect |
Footnotes
- Represents common stock of Kodiak Sciences Inc. (the "Issuer") received upon conversion of the Issuer's Series B Redeemable Convertible Preferred Stock ("Series B Preferred") which automatically converted into common stock of the Issuer ("Common Stock") on a 1 for 1 basis without consideration upon closing of the initial public offering of the Issuer ("IPO"). The Series B Preferred did not have an expiration date and were convertible, at any time, at the holder's election, into Common Stock.
- After giving effect to the transactions reported herein, and as a result of their ownership interest in Baker Biotech Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in the Issuer's securities reported in column 5 of Table I directly held by 667, L.P. ("667"), a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.
- After giving effect to the transactions reported herein, and as a result of their ownership interest in Baker Brothers Life Sciences Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in the Issuer's securities reported in column 5 of Table I directly held by Baker Brothers Life Sciences, L.P. ("Life Sciences" and together with "667", the "Funds"), a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.
- Represents Common Stock received upon conversion of the Issuer's 30% Secured Bridge Notes with a maturity date of December 1, 2020 ("Secured Bridge Notes") which automatically converted into Common Stock at a conversion price of $5.00 ("Secured Note Conversion Price") without consideration upon closing of the IPO. The Secured Bridge Notes were convertible, at any time, at the option of the holder after January 31, 2018, into Common Stock.
- Represents Common Stock received upon conversion of the Issuer's 6% Unsecured Bridge Notes with a maturity date of December 1, 2020 ("Unsecured Bridge Notes") which automatically converted into Common Stock at a conversion price of $8.00 or 80% of the IPO price ("Unsecured Note Conversion Price") without consideration upon closing of the IPO.
- 667 and Life Sciences purchased 251,898 and 2,248,102 shares of Common Stock, respectively, for $10.00 per share in the IPO that closed on October 9, 2018.
- Pursuant to Instruction 4(c)(iii), this response has been left blank.
- Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held by the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds.
- Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.