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Gossamer Bio, Inc. Director's Dealing 2019

Feb 8, 2019

32603_dirs_2019-02-07_4fe772f1-4a34-4a36-a8d5-f69deb1c3e0f.zip

Director's Dealing

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SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Gossamer Bio, Inc. (GOSS)
CIK: 0001728117
Period of Report: 2019-02-07

Reporting Person: Omega Fund V, L.P. (10% Owner)
Reporting Person: Omega Fund V GP, L.P. (10% Owner)
Reporting Person: Omega Fund V GP Manager, Ltd. (10% Owner)
Reporting Person: Stampacchia Otello (Director, 10% Owner)

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Series Seed Preferred Stock $0.00 Common Stock (4444444) Indirect
Series A Preferred Stock $0.00 Common Stock (1583248) Indirect
Series B Preferred Stock $0.00 Common Stock (925724) Indirect

Footnotes

F1: The 20,000,000 shares of Series Seed Preferred Stock held by Omega Fund V, L.P. ("Omega V") are convertible, at any time, at the holder's election, at a ratio of 4.5 to one share of the Issuer's common stock. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series Seed Preferred Stock will automatically convert at a ratio of 4.5 to one share of the Issuer's common stock. The Series Seed Preferred Stock has no expiration date.

F2: The reported securities are held directly by Omega V. The reported securities may be deemed to be beneficially owned by each of Omega Fund V GP, L.P. ("Omega V GP"), as the general partner of Omega V, and Omega Fund V GP Manager, Ltd. ("Omega V GP Manager"), as the general partner of Omega V GP. Otello Stampacchia, Richard Lim, Anne-Mari Paster and Claudio Nessi (the "Omega Directors") are all the shareholders and directors of Omega V GP Manager and have shared voting and investment power over the shares held by Omega V. Each of Omega V GP, Omega Fund V GP Manager and the Omega Directors disclaims beneficial ownership of the securities reported herein, except to the extent of its or their pecuniary interest therein, if any.

F3: The 7,124,620 shares of Series A Preferred Stock held by Omega V are convertible, at any time, at the holder's election, at a ratio of 4.5 to one share of the Issuer's common stock. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series A Preferred Stock will automatically convert at a ratio of 4.5 to one share of the Issuer's common stock. The Series A Preferred Stock has no expiration date.

F4: The 4,165,760 shares of Series B Preferred Stock held by Omega V are convertible, at any time, at the holder's election, at a ratio of 4.5 to one share of the Issuer's common stock. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series B Preferred Stock will automatically convert at a ratio of 4.5 to one share of the Issuer's common stock. The Series B Preferred Stock has no expiration date.