Filed by the Registrant ☒
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Filed by a party other than the Registrant ☐
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☐
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Preliminary Proxy Statement
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☐
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☒
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Definitive Proxy Statement
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☐
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Definitive Additional Materials
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☐
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Soliciting Material Under §240.14a-12
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1.
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To elect two Class III directors to hold office until the 2024 annual meeting of stockholders or until their successors are elected and qualified;
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2.
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To ratify the selection, by the audit committee of the Company’s board of directors, of Ernst & Young LLP, as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2021; and
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3.
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To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
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By Order of the Board of Directors
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/s/ Andrew Allen
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Andrew Allen, M.D., Ph.D.
President and Chief Executive Officer
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•
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This Proxy Statement summarizes information about the proposals to be considered at the Annual Meeting and other information you may find useful in determining how to vote.
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The Proxy Card is the means by which you actually authorize another person to vote your shares in accordance with your instructions.
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Proposal 1—the election of two Class III directors to hold office until our 2024 annual meeting of stockholders; and
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Proposal 2—the ratification of the selection, by the audit committee of our board of directors, of Ernst & Young LLP, as our independent registered public accounting firm for the year ending December 31, 2021
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For Proposal 1, you may either vote “For” or “Withhold” your vote from any of the nominees of the board of directors.
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For Proposal 2, you may either vote “For” or “Against” or abstain from voting.
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To vote at the Annual Meeting, attend the Annual Meeting online and follow the instructions posted at www.virtualshareholdermeeting.com/GRTS2021.
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To vote using the Proxy Card, simply complete, sign and date the accompanying Proxy Card and return it promptly in the envelope provided. If you return your signed Proxy Card before the Annual Meeting, we will vote your shares in accordance with the Proxy Card.
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To vote by proxy over the internet, follow the instructions provided on the Notice of Internet Availability.
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To vote by telephone, you may vote by proxy by calling the toll free number found on the Notice of Internet Availability.
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You may submit another properly completed proxy, bearing a date later than the date of the original proxy.
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You may send a written notice, bearing a date later than the date of the original proxy, that you are revoking your proxy to our Corporate Secretary at 5959 Horton Street, Suite 300, Emeryville, CA 94608.
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You may attend the Annual Meeting online and vote by following the instructions at www.virtualshareholdermeeting.com/GRTS2021. Simply attending the Annual Meeting online will not, by itself, revoke your proxy.
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Class I directors: Andrew Allen, M.D., Ph.D. and Judith Li, whose current terms will expire at the annual meeting of stockholders to be held in 2022;
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Class II directors: Richard Heyman, Ph.D., Thomas Woiwode, Ph.D., and Nicholas Simon, whose current terms will expire at the annual meeting of stockholders to be held in 2023; and
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Class III directors: Steve Krognes and Elaine Jones, Ph.D., whose current terms will expire at the Annual Meeting.
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(1)
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Member of the nominating and corporate governance committee.
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(2)
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Member of the compensation committee.
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(3)
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Member of the audit committee.
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Year Ended
December 31,
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2020
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2019
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Audit Fees(1)
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$949,000
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$1,200,000
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Audit-Related Fees(2)
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—
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—
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Tax Fees(3)
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—
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—
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All Other Fees(4)
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4,000
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3,000
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Total Fees
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$953,000
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$1,203,000
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(1)
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Audit fees are fees for professional services for the audit of the Company’s 2020 and 2019 financial statements, the review of quarterly financial statements, and for services that are normally provided by the accountant in connection with other statutory and regulatory filings or engagements.
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(2)
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Audit-related fees are fees for assurance and related services that are reasonably related to the performance of the audit or review of a company’s financial statements.
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(3)
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Tax fees are fees for tax compliance, tax advice and tax planning.
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(4)
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Represents fees related to accessing Ernst & Young LLP’s online research database.
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•
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appoints our independent registered public accounting firm;
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evaluates the independent registered public accounting firm’s qualifications, independence and performance;
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•
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determines the engagement of the independent registered public accounting firm;
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•
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reviews and approves the scope of the annual audit and the audit fee;
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•
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discusses with management and the independent registered public accounting firm the results of the annual audit and the review of our quarterly financial statements;
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•
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approves the retention of the independent registered public accounting firm to perform any proposed permissible non-audit services;
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•
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monitors the rotation of partners of the independent registered public accounting firm on our engagement team in accordance with requirements established by the SEC;
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is responsible for reviewing our financial statements and our management’s discussion and analysis of financial condition and results of operations to be included in our annual and quarterly reports to be filed with the SEC;
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reviews our critical accounting policies and estimates;
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•
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reviews all related party transactions on an ongoing basis;
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•
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establishes procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal controls or auditing matters;
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•
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annually reviews and assesses treasury functions, including cash management process;
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•
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discusses on a periodic basis, or as appropriate, with management our policies, programs and controls with respect to risk assessment and risk management;
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•
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reviews our compliance and ethics programs, including legal and regulatory requirements;
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consults with management to establish procedures and internal controls relating to cybersecurity;
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reviews management’s report on its assessment of the effectiveness of internal control over financial reporting and any changes thereto;
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investigates any matters received, and reports to the Board periodically, with respect to ethics issues, complaints and associated investigations; and
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•
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reviews the audit committee charter and the committee’s performance at least annually.
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•
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personal and professional integrity;
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•
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ethics and values;
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•
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practical and mature business judgment;
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•
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experience in corporate management, such as serving as an officer or former officer of a publicly held company;
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•
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professional and academic experience relevant to our industry;
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•
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experience as a board member of another publicly held company;
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experience in finance and accounting and / or executive compensation practices;
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diversity of expertise and experience in substantive matters pertaining to our business relative to other board members;
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geographic background, gender, age and ethnicity; and
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potential or actual conflicts of interest.
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Name
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Shares of
Common Stock
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Shares of Common Stock
Issuable Upon Exercise
of Pre-Funded Warrants
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Total Purchase Price
($)
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Entities affiliated with Redmile Group, LLC(1)
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—
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15,060,000
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$50,149,800
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Entities affiliated with EcoR1 Capital Fund(2)
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3,421,287
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5,560,748
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$29,944,389
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Entities affiliated with Avidity Partners Management LP(3)
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2,122,064
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6,859,971
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$29,931,397
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Entities affiliated with Biotechnology Value Fund(4)
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2,695,418
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—
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$10,000,000
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Entities affiliated with Versant Ventures(5)
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1,347,709
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—
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$5,000,000
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(1)
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Entities affiliated with Redmile Group, LLC were the beneficial owners of, in the aggregate, more than 5% of our capital stock at the time of the closing of the PIPE Financing.
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(2)
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Entities affiliated with EcoR1 Capital Fund were the beneficial owners of, in the aggregate, more than 5% of our capital stock at the time of the closing of the PIPE Financing.
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(3)
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Entities affiliated with Avidity Partners Management LP were the beneficial owners of, in the aggregate, more than 5% of our capital stock at the time of the closing of the PIPE Financing.
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(4)
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Entities affiliated with Biotechnology Value Fund were the beneficial owners of, in the aggregate, more than 5% of our capital stock at the time of the closing of the PIPE Financing.
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(5)
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Entities affiliated with Versant Ventures were the beneficial owners of, in the aggregate, more than 5% of our capital stock at the time of the closing of the PIPE Financing. Thomas Woiwode, Ph.D., who is a member of our board of directors, is an affiliate of Versant Ventures.
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Name
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Age
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Position(s)
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Andrew Allen, M.D., Ph.D.
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54
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President, Chief Executive Officer and Director
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Matthew Hawryluk, Ph.D.
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43
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Executive Vice President, Chief Business Officer
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Erin Jones
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49
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Chief Operating Officer
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Karin Jooss, Ph.D.
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56
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Executive Vice President of Research, Chief Scientific Officer
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Raphaël Rousseau, M.D., Ph.D.
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52
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Executive Vice President, Chief Medical Officer
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Rahsaan Thompson
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50
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Executive Vice President, General Counsel
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Vijay Yabannavar, Ph.D.
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60
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Executive Vice President, Manufacturing and Technical Operations
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Roman Yelensky, Ph.D.
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42
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Executive Vice President, Chief Technology Officer
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•
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Andrew Allen, M.D., Ph.D., President and Chief Executive Officer;
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•
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Roman Yelensky, Ph.D., Executive Vice President and Chief Technology Officer; and
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•
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Erin Jones, Chief Operating Officer.
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Name and Principal Position
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Year
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Salary ($)
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Bonus ($)
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Option
Awards ($)(1)
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Non-Equity
Incentive Plan
Compensation
($)(2)
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All Other
Compensation
($)(3)
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Total ($)
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Andrew Allen, M.D., Ph.D.
President and Chief
Executive Officer
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2020
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569,167
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—
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1,381,806
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298,812
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5,700
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2,255,485
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2019
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533,333
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—
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1,395,171
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253,333
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5,600
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2,187,437
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Roman Yelensky, Ph.D.
Executive Vice President
and Chief Technology Officer
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2020
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399,304
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—
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652,928
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167,708
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3,188
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1,223,127
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Erin Jones
Chief Operating Officer
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2020
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375,314
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—
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703,162
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157,632
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4,438
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1,240,546
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(1)
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The amounts included in this column reflect the aggregate grant date fair value of stock options computed in accordance with the provisions of Accounting Standards Codification (ASC) 718, Compensation – Stock Compensation. The assumptions that we used to calculate these amounts are discussed in Note 10 to the financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020.
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(2)
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The amounts included in this column reflect bonus payments earned based on performance pursuant to our annual cash bonus program.
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(3)
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The amounts included in this column represent matching contributions under our 401(k) plan.
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Option Awards
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|||||||||
Name
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Vesting
Start Date(1)
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Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
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Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
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Option
Exercise
Price
($)
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Option
Expiration
Date
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Andrew Allen, M.D., Ph.D.
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03/01/20
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51,562
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223,438
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8.91
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02/24/30
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03/01/19
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78,750
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101,250
|
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12.02
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02/12/29
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||
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09/27/18
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79,890
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62,138
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9.59
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08/06/28
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Roman Yelensky, Ph.D.
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03/01/20
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24,375
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105,625
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| |
8.91
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02/24/30
|
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03/01/19
|
| |
28,875
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| |
37,125
|
| |
12.02
|
| |
02/12/29
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||
|
09/27/18
|
| |
40,760
|
| |
31,703
|
| |
9.59
|
| |
08/06/28
|
||
|
03/01/17
|
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47,556
|
| |
3,168
|
| |
0.76
|
| |
02/07/27
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Erin Jones
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03/01/20
|
| |
26,249
|
| |
113,751
|
| |
8.91
|
| |
02/24/30
|
|
03/01/19
|
| |
28,875
|
| |
37,125
|
| |
12.02
|
| |
02/12/29
|
||
|
09/27/18
|
| |
16,304
|
| |
12,681
|
| |
9.59
|
| |
08/06/28
|
||
|
03/01/17
|
| |
13,588
|
| |
904
|
| |
0.76
|
| |
02/07/27
|
||
|
05/09/16
|
| |
37,971
|
| |
—
|
| |
0.35
|
| |
05/17/26
|
(1)
|
Options vest as to 1/48th of the shares initially underlying the option on each monthly anniversary of the vesting start date, subject to continued service to us.
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Plan Category
|
| |
Number of
Securities to
be Issued
Upon
Exercise of
Outstanding
Options,
Warrants
and Rights
(a)
|
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Weighted-
Average
Exercise
Price of
Outstanding
Options,
Warrants
and Rights
(b)
|
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Number of
Securities
Remaining
Available for
Future
Issuance
Under Equity
Compensation
Plans
(Excluding
Securities
Reflected in
Column (a))
(c)(3)
|
Equity Compensation Plans Approved by Stockholders(1)(2)(3)
|
| |
4,166,441(4)
|
| |
$8.13
|
| |
3,744,779(5)
|
Equity Compensation Plans Not Approved by Stockholders
|
| |
—
|
| |
—
|
| |
—
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Total
|
| |
4,166,441
|
| |
$8.13
|
| |
3,744,779
|
(1)
|
Consists of the Gritstone Oncology, Inc. 2018 Incentive Award Plan, 2018 Employee Stock Purchase Plan and 2015 Equity Incentive Plan, as amended.
|
(2)
|
The 2018 Equity Incentive Award Plan contains an “evergreen” provision, pursuant to which the number of shares of common stock reserved for issuance pursuant to awards under such plan shall be increased on the first day of each year beginning in 2019 and ending in 2028 equal to the lesser of (A) four percent (4%) of the shares of stock outstanding (on an as converted basis) on the last day of the immediately preceding fiscal year and (B) such smaller number of shares of stock as determined by our board of directors; provided, however, that no more than 45,000,000 shares of stock may be issued upon the exercise of incentive stock options.
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(3)
|
The 2018 Employee Stock Purchase Plan contains an “evergreen” provision, pursuant to which the number of shares of common stock reserved for issuance under such plan shall be increased on the first day of each year beginning in 2019 and ending in 2028 equal to the lesser of (A) one percent (1%) of the shares of stock outstanding (on an as converted basis) on the last day of the immediately preceding fiscal year and (B) such smaller number of shares of stock as determined by our board of directors; provided, however, no more than 5,000,000 shares of stock may be issued under the 2018 Employee Stock Purchase Plan.
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(4)
|
Consists of 4,166,441 shares of common stock underlying outstanding options.
|
(5)
|
Includes 3,108,412 and 636,367 shares that were available for future issuance as of December 31, 2020 under the 2018 Incentive Award Plan and 2018 Employee Stock Purchase Plan, respectively.
|
•
|
Each non-employee director receives an annual cash retainer in the amount of $40,000 per year.
|
•
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The chairperson of the board of directors receives an additional annual cash retainer in the amount of $30,000 per year for such chairperson’s service presiding over the executive sessions of the board of directors and acting as a liaison between management and the board of directors.
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•
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The chairperson of the audit committee receives additional annual cash compensation in the amount of $15,000 per year for such chairperson’s service on the audit committee. Each non-chairperson member of the audit committee receives additional annual cash compensation in the amount of $7,500 per year for such member’s service on the audit committee.
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•
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The chairperson of the compensation committee receives additional annual cash compensation in the amount of $10,000 per year for such chairperson’s service on the compensation committee. Each non-chairperson member of the compensation committee receives additional annual cash compensation in the amount of $5,000 per year for such member’s service on the compensation committee.
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•
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The chairperson of the nominating and corporate governance committee receives additional annual cash compensation in the amount of $8,000 per year for such chairperson’s service on the nominating and corporate governance committee. Each non-chairperson member of the nominating and corporate governance committee receives additional annual cash compensation in the amount of $4,000 per year for such member’s service on the nominating and corporate governance committee.
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Name
|
| |
Fees Earned
or Paid
in Cash
($)(1)
|
| |
Option
Awards
($)(2)
|
| |
All Other
Compensation
($)
|
| |
Total
($)
|
Richard Heyman, Ph.D.
|
| |
49,000
|
| |
49,138
|
| |
—
|
| |
98,138
|
Judith Li
|
| |
48,000
|
| |
49,138
|
| |
—
|
| |
97,138
|
Elaine Jones, Ph.D.
|
| |
67,500
|
| |
49,138
|
| |
—
|
| |
116,638
|
Steve Krognes
|
| |
60,000
|
| |
49,138
|
| |
—
|
| |
109,138
|
Nicholas Simon
|
| |
47,500
|
| |
49,138
|
| |
—
|
| |
96,638
|
Thomas Woiwode, Ph.D.
|
| |
54,000
|
| |
49,138
|
| |
—
|
| |
103,138
|
(1)
|
Amounts represent the annual cash retainer and committee fees paid to each of our non-employee directors in the year ended December 31, 2020 pursuant to our Director Compensation Program.
|
(2)
|
Amounts reflect the aggregate grant date fair value of stock options granted during 2020 computed in accordance with the provisions of Accounting Standards Codification (ASC) 718, Compensation – Stock Compensation. The assumptions that we used to calculate these amounts are discussed in Note 10 to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020. The number of shares underlying outstanding equity awards held by our non-employee directors as of December 31, 2020 is shown in the table below.
|
Name
|
| |
Shares Underlying
Option Awards
(#)
|
Richard Heyman, Ph.D.
|
| |
21,700
|
Judith Li
|
| |
21,700
|
Elaine Jones, Ph.D.
|
| |
28,442
|
Steve Krognes
|
| |
37,012
|
Nicholas Simon
|
| |
21,700
|
Thomas Woiwode, Ph.D.
|
| |
21,700
|
•
|
each person, or group of affiliated persons, known by us to beneficially own more than 5% of our outstanding shares of common stock;
|
•
|
each of our named executive officers;
|
•
|
each of our directors; and
|
•
|
all executive officers and directors as a group.
|
|
| |
Shares of Common Stock Beneficially Owned
|
|||||||||
Name of Beneficial Owner
|
| |
Common Stock
|
| |
Securities
Exercisable
Within 60 Days
|
| |
Number of
Shares
Beneficially
Owned
|
| |
Percent
|
5% Stockholders:
|
| |
|
| |
|
| |
|
| |
|
Entities affiliated with Avidity Partners Management LP(1)
|
| |
2,122,064
|
| |
3,102,765
|
| |
5,224,829
|
| |
9.99%*
|
Entities affiliated with Redmile Group, LLC(2)
|
| |
2,774,794
|
| |
2,377,590
|
| |
5,152,384
|
| |
9.99%*
|
Entities affiliated with EcoR1 Capital, LLC(3)
|
| |
2,851,287
|
| |
2,292,607
|
| |
5,143,894
|
| |
9.99%*
|
Entities affiliated with Versant Ventures(4)
|
| |
4,450,638
|
| |
—
|
| |
4,450,638
|
| |
9.05%
|
Morgan Stanley & Co. LLC(5)
|
| |
3,099,428
|
| |
—
|
| |
3,099,428
|
| |
6.30%
|
Clarus Life Sciences III, L.P.(6)
|
| |
2,567,445
|
| |
—
|
| |
2,567,445
|
| |
5.22%
|
Named Executive Officers and Directors:
|
| |
|
| |
|
| |
|
| |
|
Andrew Allen, M.D., Ph.D.(7)
|
| |
1,449,275
|
| |
299,997
|
| |
1,749,272
|
| |
3.53%
|
Roman Yelensky, Ph.D.(8)
|
| |
183,948
|
| |
129,808
|
| |
313,756
|
| |
**
|
Erin Jones(9)
|
| |
20,000
|
| |
158,911
|
| |
178,911
|
| |
**
|
Richard Heyman, Ph.D.(10)
|
| |
53,323
|
| |
21,070
|
| |
74,393
|
| |
**
|
Elaine Jones, Ph.D.
|
| |
—
|
| |
21,800
|
| |
21,800
|
| |
**
|
Steve Krognes
|
| |
—
|
| |
32,364
|
| |
32,364
|
| |
**
|
Judith Li
|
| |
—
|
| |
21,070
|
| |
21,070
|
| |
**
|
Nicholas Simon(11)
|
| |
2,567,445
|
| |
21,070
|
| |
2,588,515
|
| |
5.26%
|
Thomas Woiwode, Ph.D.(12)
|
| |
4,450,638
|
| |
21,070
|
| |
4,471,708
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9.09%
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All executive officers and directors as a group (14 persons)(13)
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9,189,736
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1,250,853
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10,440,589
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20.70%
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*
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Beneficial ownership includes pre-funded warrants to purchase common stock; pursuant to the terms of those warrants, a holder does not have the right to exercise any portion of the warrant to the extent that, after giving effect to the issuance of common stock after exercise, the holder would beneficially own in excess of 9.99%.
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**
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Indicates beneficial ownership of less than 1% of the outstanding shares of common stock.
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(1)
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Based solely on a Schedule 13G filed with the SEC on December 28, 2020 by the following persons and entities with respect to shares of common stock beneficially owned on December 28, 2020, as updated by information provided to Gritstone by The Nasdaq Stock Market LLC as of March 31, 2021: Avidity Partners Management LP, Avidity Partners Management (GP) LLC, Avidity Capital Partners Fund (GP) LP, Avidity Capital Partners (GP) LLC, Avidity Master Fund LP, David Witzke and Michael Gregory. The address of the above persons and entities is 2828 N Harwood Street, Suite 1220, Dallas, Texas 75201.
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(2)
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Based solely on a Schedule 13G/A filed with the SEC on February 16, 2021 with respect to shares of common stock beneficially owned on December 31, 2020, as updated by information provided to Gritstone by The Nasdaq Stock Market LLC as of March 31, 2021, Redmile Group, LLC’s beneficial ownership of our common stock is comprised of shares of common stock owned by certain private investment vehicles and/or separately managed accounts managed by Redmile Group, LLC, which shares of common stock may be deemed beneficially owned by Redmile Group, LLC as investment manager of such private investment vehicles and/or separately managed accounts. The reported securities may also be deemed beneficially owned by Jeremy C. Green as the principal of Redmile Group, LLC. Redmile Group, LLC and Mr. Green each disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any. Subject to the Beneficial Ownership Blocker (as defined below), Redmile Group, LLC may also be deemed to beneficially own 15,060,000 shares of common stock issuable upon exercise of certain pre-funded warrants to purchase common stock (the “Warrants”). Pursuant to the terms of the Warrants, a holder of a Warrant does not have the right to exercise any portion of the Warrant held by such holder, and any such exercise shall be void ab initio, to the extent (but only to the extent) that after giving effect to such issuance after exercise, the holder (together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates), would beneficially own in excess of 9.99% (the “Beneficial Ownership Limitation”) of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock issued upon exercise of the Warrant (the “Beneficial Ownership Blocker”). The number of shares of common stock shown as beneficially owned by Redmile Group, LLC reflects application of the Beneficial Ownership Limitation as described above, although the Beneficial Ownership Limitation may be changed at a holder’s election upon 61 days’ notice to Gritstone. The address of the above person and entities is One Letterman Drive, Building D, Suite D3-300, San Francisco, California 94129.
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(3)
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Based solely on a Schedule 13G filed with the SEC on January 4, 2021 by the following persons and entities with respect to shares of common stock beneficially owned on December 28, 2020, as updated by information provided to Gritstone by The Nasdaq Stock Market LLC as of March 31, 2021: EcoR1 Capital Fund Qualified, L.P., EcoR1 Capital, LLC and Oleg Nodelman (collectively, the “Filers”). Each Filer disclaims beneficial ownership of our common stock except to the extent of that person’s pecuniary interest therein. The address of the above persons and entities is 357 Tehama Street #3, San Francisco, CA 94103.
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(4)
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Consists of (i) 2,723,031 shares of common stock held by Versant Venture Capital V, L.P. (“VVC V”), (ii) 207,234 shares of common stock held by Versant Venture Capital V (Canada) LP (“VVC CAN”), (iii) 90,756 shares of common stock held by Versant Ophthalmic Affiliates Fund I, L.P. (“VOA”), (iv) 81,908 shares of common stock held by Versant Affiliates Fund V, L.P. (“VAF V”) and (v) 1,347,709 shares of common stock held by Versant Vantage I, L.P. (“VV I” and together with VVC V, VVC CAN, VOA and VAF V, the “Versant Entities”). Versant Ventures V, LLC (“VV V”) is the sole general partner of VVC V, VAF V and VOA. Samuel D. Colella (“Colella”), Jerel C. Davis (“Davis”), William J. Link (“Link”), Bradley Bolzon, Ph.D (“Bolzon”), Kirk G. Nielsen (“Nielsen”), Thomas Woiwode (“Woiwode”) and Robin L. Praeger (“Praeger”) are managing directors of VV V. Versant Ventures V GP-GP (Canada), Inc. (“VV V CAN GP”) is the sole general partner of Versant Ventures V (Canada), L.P. (“VV V CAN”), and VV V CAN is the sole general partner of VVC CAN. Colella, Davis, Link, Bolzon, Praeger, Nielsen and Woiwode are directors of VV V CAN GP. Versant Vantage I GP-GP, LLC (“VV I GP-GP”) is the sole general partner of Versant Vantage I GP, L.P. (“VV I GP”, and, together with the Versant Entities, VV V, VV V CAN GP, VV V CAN and VV I GP-GP, the “Versant Reporting Persons”), and VV I GP is the sole general partner of VV I. Bolzon, Davis, Clare Ozawa (“Ozawa”), Woiwode and Praeger are the managing directors of VV I GP-GP. Colella, Davis, Link, Bolzon, Praeger, Nielsen, Woiwode and Ozawa may be deemed to share voting and investment power over the shares of our common stock held by the Versant Entities and disclaim beneficial ownership of all such shares except to the extent of their pecuniary interest therein. The address for each of the Versant Reporting Persons is One Sansome Street, Suite 3630, San Francisco, CA 94104.
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(5)
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Based solely on information provided to Gritstone by The Nasdaq Stock Market LLC as of March 31, 2021.
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(6)
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Based solely on a Schedule 13D/A filed with the SEC on January 11, 2019 by the following persons and entities (collectively, the “Clarus Reporting Persons”) with respect to shares of common stock beneficially owned as of January 4, 2019, as updated by information provided to Gritstone by The Nasdaq Stock Market LLC as of March 31, 2021: Clarus Lifesciences III, L.P. (the “Fund”); Clarus Ventures III GP, L.P. (“Clarus GP”), which is the sole general partner of the Fund, Blackstone Clarus III L.L.C., which is the sole general partner of Clarus GP, Blackstone Holdings II L.P., which is the sole member of Blackstone Clarus III L.L.C., Blackstone Holdings I/II GP Inc., which is the sole general partner of Blackstone Holdings II L.P., The Blackstone Group L.P., which is the controlling shareholder of Blackstone Holdings I/II GP Inc., and Blackstone Group Management L.L.C. (collectively, with Blackstone Clarus III L.L.C., Blackstone Holdings II L.P., Blackstone Holdings I/II GP Inc. and The Blackstone Group L.P., the “Control Entities”), which is the sole general partner of The Blackstone Group L.P. and which is wholly-owned by Blackstone’s senior managing directors and controlled by its founder, Stephen A. Schwarzman; and Clarus Ventures III, LLC (“Clarus GP LLC”), and Robert Liptak, Nicholas Simon, Nicholas Galakatos, Dennis Henner and Kurt Wheeler (together, the “Managing Directors”, and collectively with Clarus GP LLC, the “Clarus Persons”). The Managing Directors are the members of Clarus GP LLC. Clarus GP LLC is the former general partner of Clarus GP. Each such Reporting Person may be deemed to beneficially own the common stock beneficially owned by the Fund directly or indirectly controlled by it or him, but each of the Clarus Reporting Persons expressly disclaims beneficial ownership of such common stock. The address of the principal business office of the Fund, Clarus GP and each of the Clarus Persons is Clarus Ventures, 101 Main Street, Suite 1210, Cambridge, MA 02142. The address of the principal business office of each of the Control Entities and Mr. Schwarzman is c/o The Blackstone Group L.P., 345 Park Avenue, New York, NY 10154.
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(7)
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Consists of (i) 1,449,275 shares of common stock held directly by a family trust of which Dr. Allen is a trustee and (ii) 299,997 shares that may be acquired pursuant to the exercise of stock options within 60 days of April 21, 2021.
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(8)
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Consists of (i) 183,948 shares of common stock held by Dr. Yelensky and (ii) 129,808 shares that may be acquired pursuant to the exercise of stock options within 60 days of April 21, 2021.
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(9)
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Consists of (i) 20,000 shares of common stock held by Mr. Jones and (ii) 158,911 shares that may be acquired pursuant to the exercise of stock options within 60 days of April 21, 2021.
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(10)
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Consists of (i) 53,323 shares of common stock and (ii) 21,070 shares that may be acquired pursuant to the exercise of stock options within 60 days of April 21, 2021.
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(11)
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Consists of (i) the shares described in footnote 6 above, of which Mr. Simon disclaims beneficial ownership except to the extent of his pecuniary interests therein, and (ii) 21,070 shares that may be acquired pursuant to the exercise of stock options within 60 days of April 21, 2021.
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(12)
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Consists of (i) the shares described in footnote 4 above, of which Dr. Woiwode disclaims beneficial ownership except to the extent of his pecuniary interests therein, and (ii) 21,070 shares that may be acquired pursuant to the exercise of stock options within 60 days of April 21, 2021.
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(13)
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Consists of (i) 9,189,736 shares of common stock and (ii) 1,250,853 shares of common stock that may be acquired pursuant to the exercise of stock options within 60 days of April 21, 2021.
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By Order of the Board of Directors
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/s/ Andrew Allen
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Andrew Allen, M.D., Ph.D.
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President and Chief Executive Officer
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