SEC FORM 4 SEC Form 4
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
 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
Alaska Permanent Fund Corp

(Last) (First) (Middle)
801 WEST 10TH STREET
SUITE 302

(Street)
JUNEAU AK 99801

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Codiak BioSciences, Inc. [ CDAK ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/16/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 10/16/2020 C 2,616,093 A (1) 4,512,895 I See Footnote(2)(3)
Common Stock 10/16/2020 C 467,076 A (1) 4,512,895 I See Footnote(4)
Common Stock 10/16/2020 C 747,321 A (1) 4,512,895 I See Footnote(2)(3)
Common Stock 10/16/2020 C 191,721 A (1) 4,512,895 I See Footnote(4)
Common Stock 10/16/2020 C 191,721 A (1) 4,512,895 I See Footnote(3)(5)
Common Stock 10/16/2020 P 235,000 A $15 4,512,895 I See Footnote(3)(6)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 redeemable convertible preferred stock (1) 10/16/2020 C 20,450,000 (1) (1) Common Stock 2,616,093(7) $0 0 I See Footnotes(2)(3)
Series B redeemable convertible preferred stock (1) 10/16/2020 C 3,333,333 (1) (1) Common Stock 467,076(8) $0 0 I See Footnote(4)
Series B redeemable convertible preferred stock (1) 10/16/2020 C 5,333,333 (1) (1) Common Stock 747,321(8) $0 0 I See Footnotes(2)(3)
Series C redeemable convertible preferred stock (1) 10/16/2020 C 1,320,097 (1) (1) Common Stock 191,721(9) $0 0 I See Footnote(4)
Series C redeemable convertible preferred stock (1) 10/16/2020 C 1,320,097 (1) (1) Common Stock 191,721(9) $0 0 I See Footnotes(3)(5)
Explanation of Responses:
1. Upon closing of the issuer's initial public offering, the Series A redeemable convertible preferred stock, Series B redeemable convertible preferred stock and Series C redeemable convertible preferred stock converted automatically into Common Stock without payment of further consideration. There was no expiration date for any of the series of preferred stock.
2. The shares are held by ARCH Venture Fund VIII, L.P. and ARCH Venture Fund VIII Overage, L.P.. The Reporting Person holds an indirect interest in each of ARCH Venture Fund VIII, L.P. and ARCH Venture Fund VIII Overage, L.P..
3. The Reporting Person disclaims beneficial ownership of the securities, except to the extent of its pecuniary interest therein and the inclusion of the securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or any other purpose.
4. The shares are held by Yukon Investors, LLC. The Reporting Person holds an interest in Yukon Investors, LLC.
5. The shares are held by ARCH Venture Fund VIII Overage, L.P.. The Reporting Person holds an indirect interest in ARCH Venture Fund VIII Overage, L.P..
6. The shares are held by ARCH Venture Fund VIII, L.P.. The Reporting Person holds an indirect interest in ARCH Venture Fund VIII, L.P..
7. Each share of Series A Preferred Stock converted automatically into Common Stock on a 1-for-7.8170 basis into the aggregate number of shares of Common Stock shown in Column 7 without payment or further consideration upon closing of the issuer's initial public offering on October 16, 2020.
8. Each share of Series B Preferred Stock converted automatically into Common Stock on a 1-for-7.1366 basis into the aggregate number of shares of Common Stock shown in Column 7 without payment or further consideration upon closing of the issuer's initial public offering on October 16, 2020. The reporting person previously reported shares of common stock into which the Series B Preferred Stock was convertible based on a 1-for-7.1295 conversion ratio estimated at pricing of the Issuer's initial public offering, which reflected a fixed conversion price plus an estimated adjustment based on the issuance of shares in the Issuer's initial public offering.
9. Each share of Series C Preferred Stock converted automatically into Common Stock on a 1-for-6.8855 basis into the aggregate number of shares of Common Stock shown in Column 7 without payment or further consideration upon closing of the Issuer's initial public offering on October 16, 2020. The reporting person previously reported shares of common stock into which the Series C Preferred Stock was convertible based on a 1-for-6.8758 conversion ratio estimated at pricing of the Issuer's initial public offering, which reflected a fixed conversion price plus an estimated adjustment based on the issuance of shares in the Issuer's initial public offering. price plus an estimated adjustment based on the issuance of shares in the Issuer's initial public offering.
Remarks:
The Reporting Person is the Alaska Permanent Fund Corporation, acting for and on behalf of the funds which the Alaska Permanent Fund Corporation is designated by Alaska Statutes 37.13 to manage and invest.
/s/ Angela Rodell 10/21/2020
** 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.