Statement of Changes in Beneficial Ownership (4)

FORM 4

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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3235-0287

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * EHRLICH JASON	2. Issuer Name and Ticker or Trading Symbol Kodiak Sciences Inc. [ KOD ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) See Remarks
(Last)          (First)          (Middle) 2631 HANOVER STREET	3. Date of Earliest Transaction (MM/DD/YYYY) 4/9/2020
(Street) PALO ALTO, CA 94304 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	4/9/2020		M		15000	A	(1)	37542	D
Common Stock	4/9/2020		F		4058 (2)	D	$50.67	33484	D
Common Stock	4/9/2020		S		938 (3)	D	$47.5394 (4)	32546	D
Common Stock	4/9/2020		S		345 (3)	D	$48.7046 (5)	32201	D
Common Stock	4/9/2020		S		917 (3)	D	$49.5478 (6)	31284	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: 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
Restricted Stock Units	(1)	4/9/2020		M			15000	(7)	(7)	Common Stock	15000	$0.00	15000	D

Explanation of Responses:
(1)	Each restricted stock unit ("RSU") represents a contingent right to receive one (1) share of the Issuer's common stock.
(2)	Represents shares withheld by the Issuer to satisfy the Reporting Person's tax withholding obligation in connection with the vesting and settlement of 25% of the Reporting Person's restricted stock units granted on October 9, 2018. Such withholding is exempt from Section 16(b) pursuant to Rule 16b-3(e).
(3)	These sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person. These sales were made to cover tax withholding obligations in connection with vesting and settlement of 25% of the Reporting Person's RSU granted on October 9, 2018.
(4)	The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $47.095 to $48.045, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in these footnotes.
(5)	The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $48.185 to $49.00, inclusive.
(6)	The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $49.29 to $49.83, inclusive.
(7)	50% of the RSU vested 12 months after October 9, 2018 (the "Grant Date"), 25% of the RSU vested 18 months after the Grant Date and 25% of the RSU vest 24 months after the Grant Date.

Remarks: Chief Medical Officer and Chief Development Officer

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
EHRLICH JASON 2631 HANOVER STREET PALO ALTO, CA 94304			See Remarks

Signatures
/s/ Carlton Fleming, Attorney-in-Fact for Jason Ehrlich		4/13/2020
**Signature of Reporting Person		Date