| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Poseida Therapeutics, Inc. [ PSTX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/14/2020 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 07/14/2020 | C | 7,013,918 | A | (1) | 7,013,918 | D(2) | |||
| Common Stock | 07/14/2020 | C | 1,168,985 | A | (1) | 8,182,903 | D(2) | |||
| Common Stock | 07/14/2020 | C | 690,124 | A | (1) | 8,873,027 | D(2) | |||
| Common Stock | 07/14/2020 | C | 315,098 | A | (1) | 9,188,125 | D(2) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A Preferred Stock | (1) | 07/14/2020 | C | 8,746,356 | (1) | (1) | Common Stock | 7,013,918 | (1) | 0 | D(2) | ||||
| Series A-1 Preferred Stock | (1) | 07/14/2020 | C | 1,457,725 | (1) | (1) | Common Stock | 1,168,985 | (1) | 0 | D(2) | ||||
| Series B Preferred Stock | (1) | 07/14/2020 | C | 860,585 | (1) | (1) | Common Stock | 690,124 | (1) | 0 | D(2) | ||||
| Series C Preferred Stock | (1) | 07/14/2020 | C | 392,927 | (1) | (1) | Common Stock | 315,098 | (1) | 0 | D(2) | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. All shares of preferred stock, $0.0001 par value per share, of the Issuer, (i) had no expiration date and (ii) automatically converted into the Issuer's common stock, $0.0001 par value per share, on a 1-for-0.8019246 basis immediately prior to the closing of the Issuer's initial public offering. |
| 2. Malin Life Sciences Holdings Ltd, the record holder of the shares, is a wholly owned subsidiary of Malin Corporation plc. Malin Corporation plc may be deemed to beneficially own the shares and may be deemed to share voting and dispositive power over these shares. |
| Remarks: |
| (1) Exhibit 24 - Power of Attorney (incorporated by reference to Power of Attorney filed as Exhibit 24 to the Form 3 filed by the Reporting Persons on July 9, 2020) (2) Exhibit 99.1 - Joint Filer Information |
| Malin Life Sciences Holdings Ltd, By: /s/ Michael A. Goldstein, Esq., Attorney-in-Fact | 07/15/2020 | |
| Malin Corporation plc, By: /s/ Michael A. Goldstein, Esq., Attorney-in-Fact | 07/15/2020 | |
| ** 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 4 (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. | ||
Exhibit 99.1
FORM 4 JOINT FILER INFORMATION
Names of Joint Filers:
Malin Life Sciences Holdings Ltd
Malin Corporation plc
Address of Joint Filers:
The Lennox Building
50 Richmond Street South
Dublin
D02 FK02
Ireland
Designated Filer:
Malin Life Sciences Holdings Ltd
Issuer and Ticker Symbol:
Poseida Therapeutics, Inc. [PSTX]
Date of Event:
July 14, 2020
Signatures of Joint Filers:
Malin Life Sciences Holdings Ltd
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By: |
/s/ Michael A. Goldstein, Esq. |
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Attorney-in-Fact |
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Malin Corporation plc |
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By: |
/s/ Michael A. Goldstein, Esq. |
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Attorney-in-Fact |
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