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Share Name | Share Symbol | Market | Type |
---|---|---|---|
UNITY Biotechnology Inc | NASDAQ:UBX | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 1.63 | 0.87 | 1.79 | 1.63 | 1.5857 | 1.63 | 30,964 | 05:00:05 |
Filed by the Registrant
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Filed by a party other than the Registrant
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☐
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☐
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Preliminary Proxy Statement
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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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Soliciting Material Under §240.14a-12
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1.
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To elect three Class III directors to hold office until the 2024 annual meeting of stockholders or until their successors are elected;
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2.
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To ratify the appointment, 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/ ANIRVAN GHOSH, PH.D.
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Anirvan Ghosh, Ph.D.
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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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•
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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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•
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Proposal 1—the election of three Class III directors to hold office until our 2024 annual meeting of stockholders; and
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•
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Proposal 2—the ratification of the appointment, by the Audit Committee of our Board, 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” all the nominees to the Board or you may “Withhold” your vote for any nominee you specify.
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•
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For Proposal 2, you may either vote “For” or “Against” or abstain from voting.
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To vote by attending the virtual Annual Meeting, vote your shares at www.virtualshareholdermeeting.com/UBX2021 during the Annual Meeting. You will need the 16-digit control number which appears on the accompanying Proxy Card (printed in the box and marked by the arrow) and the instructions that accompanied these proxy materials. For additional details on the virtual meeting, please see page 5 of this Proxy Statement.
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•
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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 to us 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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“For” the election of each of the three nominees for director; and
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“For” the ratification of the appointment of Ernst & Young LLP, as our independent registered public accounting firm for the fiscal year ending December 31, 2021.
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You may submit another properly completed proxy with a later date.
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You may send a written notice that you are revoking your proxy to our Corporate Secretary at Unity Biotechnology, Inc., 285 East Grand Ave., South San Francisco, CA 94080.
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You may attend the virtual Annual Meeting and vote at the meeting by following the instructions described above. Simply attending the Annual Meeting will not, by itself, revoke your proxy.
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Class I directors: Nathaniel E. David, Ph.D., Anirvan Ghosh, Ph.D. and Gilmore O’Neill, M.B., whose current terms will expire at the annual meeting of stockholders to held be in 2022;
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•
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Class II directors: Paul L. Berns, Graham K. Cooper and Camille D. Samuels, whose current terms will expire at the annual meeting of stockholders to be held in 2023; and
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Class III directors: Keith R. Leonard Jr., Kristina M. Burow and Margo R. Roberts, Ph.D., whose current terms will expire at the Annual Meeting.
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(1)
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Member of the Audit 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 Nominating and Corporate Governance Committee.
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(4)
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Member of the Science Committee.
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Year Ended December 31,
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2020
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2019
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(In thousands)
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Audit Fees(1)
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$1,143
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$1,111
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Tax Fees(2)
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15
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—
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Audit-Related Fees
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—
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—
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All Other Fees(3)
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—
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2
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Total Fees
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$1,158
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$1,113
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(1)
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Audit fees are for professional services rendered for the audits of our financial statements for the years ending December 31, 2020 and 2019; reviews of quarterly financial statements; professional services rendered in connection with our registration statements and securities offerings; and other accounting and financial reporting consultation services billed as audit fees or necessary to comply with the standards of the Public Company Accounting Oversight Board (United States). Fees in 2019 include fees associated with our shelf registration statement on Form S-3, which we filed with the SEC in June 2019, and our “at-the-market” offering program, which we launched in June 2019. Fees in 2020 include fees associated with our “at-the-market” offering program.
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(2)
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Tax fees include fees for tax compliance, tax advice, and tax planning.
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(3)
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All Other Fees consist of fees billed in the indicated year for an annual subscription to EY’s online resource library.
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Audit Committee
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Graham K. Cooper, Chair
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Paul L. Berns
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Camille D. Samuels
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•
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appoints our independent registered public accounting firm;
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•
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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 pre-approves the audit and non-audit fees and services;
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•
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reviews and approves all related party transactions on an ongoing basis;
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establishes procedures for the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters;
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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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discusses on a periodic basis, or as appropriate, with management the Company’s policies and procedures with respect to risk assessment and risk management;
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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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annually reviews and assesses internal controls and treasury functions including cash management procedures;
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investigates any reports received through the ethics helpline and reports to the Board periodically with respect to the information received through the ethics helpline and any related investigations;
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•
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reviews our critical accounting policies and estimates; 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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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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experience in the industries in which we compete;
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•
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experience as a board member or executive officer of another publicly-held company;
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•
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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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•
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conflicts of interest; and
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•
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practical and mature business judgment.
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•
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the amounts involved exceeded or will exceed $120,000; and
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•
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any of our directors, executive officers, or holders of more than 5% of our common stock, or an affiliate or immediate family member thereof, had or will have a direct or indirect material interest.
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Committee
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Chair
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Other Member
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Audit Committee
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$15,000
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$7,500
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Compensation Committee
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10,000
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5,000
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Nominating and Corporate Governance Committee
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8,000
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4,000
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Science Committee
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10,000
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5,000
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Name
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Fees Earned or
Paid in Cash ($)
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Option Awards
($)(1)(3)
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Total ($)
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Paul L. Berns
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77,500
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167,085
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244,585
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Kristina M. Burow
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44,000
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167,085
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211,085
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Graham K. Cooper
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55,000
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167,085
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222,085
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David L. Lacey, M.D.(2)
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53,000
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167,085
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220,085
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Robert T. Nelsen(2)
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35,000
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167,085
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202,085
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Gilmore O’Neill, M.B.(2)
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2,596
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474,142
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476,738
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Margo R. Roberts, Ph.D.
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44,000
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167,085
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211,085
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Camille D. Samuels
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42,500
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167,085
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209,585
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(1)
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Amounts reflect the full grant date fair value of stock options granted during 2020 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. See Note 12 of the audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 for the assumptions used in calculating these amounts.
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(2)
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Dr. O’Neill was appointed to the Board, and Dr. Lacey and Mr. Nelsen resigned from the Board, in each case, effective December 10, 2020.
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(3)
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At December 31, 2020, our non-employee directors held the following outstanding option awards. None of our directors held any outstanding stock awards at December 31, 2020:
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Name
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Shares Subject to
Outstanding Options
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Paul L. Berns
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134,745
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Kristina M. Burow
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90,678
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Graham K. Cooper
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60,169
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David L. Lacey, M.D.
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81,496
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Robert T. Nelsen
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52,118
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Gilmore O’Neill, M.B.
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90,000
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Margo R. Roberts, Ph.D.
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100,661
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Camille D. Samuels
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90,678
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Name
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Age
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Position(s)
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Executive Officers
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Anirvan Ghosh, Ph.D.
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57
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Chief Executive Officer and Director
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Lynne Sullivan
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55
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Chief Financial Officer and Head of Corporate Development
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Jamie Dananberg, M.D.
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63
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Chief Medical Officer
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Alexander Nguyen, J.D.
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44
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General Counsel and Corporate Secretary
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•
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Anirvan Ghosh, Ph.D., Chief Executive Officer;
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•
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Keith R. Leonard Jr., Chairman and former Chief Executive Officer;
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•
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Lynne Sullivan, Chief Financial Officer and Head of Corporate Development; and
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•
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Jamie Dananberg, M.D., Chief Medical 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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Stock
Awards
($)(1)
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Option
Awards
($)(1)
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Non-Equity
Incentive Plan
Compensation
($)(2)
|
| |
All Other
Compensation ($)
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Total ($)
|
Anirvan Ghosh, Ph.D.,
Chief Executive Officer(3)
|
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2020
|
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416,737
|
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75,000(4)
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| |
2,482,500
|
| |
4,158,025
|
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213,263
|
| |
53,571(5)
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7,399,096
|
Keith R. Leonard Jr.,
Chairman and former
Chief Executive Officer(6)
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2020
|
| |
201,541(7)
|
| |
—
|
| |
—
|
| |
334,170(8)
|
| |
—
|
| |
40,644(9)
|
| |
576,355
|
|
2019
|
| |
550,000
|
| |
|
| |
360,000
|
| |
1,900,028
|
| |
306,281
|
| |
154,513
|
| |
3,270,822
|
||
Lynne Sullivan,
Chief Financial Officer
and Head of Corporate
Development(10)
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| |
2020
|
| |
166,667
|
| |
—
|
| |
705,600
|
| |
1,912,392
|
| |
66,696
|
| |
4,667(11)
|
| |
2,856,022
|
Jamie Dananberg, M.D.,
Chief Medical Officer
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| |
2020
|
| |
442,020
|
| |
|
| |
849,917
|
| |
438,054
|
| |
172,167
|
| |
11,400(11)
|
| |
1,913,558
|
|
2019
|
| |
428,500
|
| |
—
|
| |
189,675
|
| |
780,473
|
| |
182,005
|
| |
11,200
|
| |
1,591,853
|
(1)
|
Amounts reflect the full grant date fair value of stock and option awards computed in accordance with ASC Topic 718. The grant date fair value of the performance stock units granted to Mr. Ghosh in 2020 is calculated based on a Monte Carlo simulation, which is not subject to probable or maximum outcome assumptions. See Note 12 of the audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 for the assumptions used in calculating these amounts. These amounts do not correspond to the actual value that may be recognized by the NEOs upon vesting of the applicable awards.
|
(2)
|
Amounts represent the annual performance-based cash incentive earned by our NEOs based on the achievement of certain corporate performance objectives and individual performance during 2020. These amounts were paid to the NEOs in early 2021. Please see the descriptions of the annual performance incentive payments paid to our NEOs under “2020 Incentive Compensation” below.
|
(3)
|
Dr. Ghosh was appointed our Chief Executive Officer effective March 30, 2020.
|
(4)
|
Amount represents the signing bonus paid to Dr. Ghosh in connection with his commencement of employment.
|
(5)
|
Amount represents $27,000 for Dr. Ghosh’s housing allowance, $15,171 in reimbursement of relocation expenses and $11,400 in Company matching contributions under our 401(k) plan.
|
(6)
|
Mr. Leonard stepped down as our Chief Executive Officer effective March 30, 2020.
|
(7)
|
Amount includes $10,272 in accrued paid time off paid to Mr. Leonard upon termination of his service as an employee and $52,500 in director fees paid to Mr. Leonard for his service as a non-employee director from March 31, 2020 to December 31, 2020.
|
(8)
|
Amounts represents the grant date fair value of options granted to Mr. Leonard for his service as a non-employee director under our non-employee director compensation policy.
|
(9)
|
Amount represents $22,500 for Mr. Leonard’s housing allowance, $6,744 in taxable reimbursement of expenses incurred by Mr. Leonard in traveling from his home in Southern California to our principal offices in Brisbane, California, and $11,400 in Company matching contributions under our 401(k) plan.
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(10)
|
Ms. Sullivan was appointed our interim Chief Financial Officer effective August 1, 2020, our Chief Financial Officer effective September 1, 2020, and our Head of Corporate Development effective January 29, 2021.
|
(11)
|
Amount represents Company matching contributions under our 401(k) plan.
|
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|
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Option Awards
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Stock Awards
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||||||||||||||||||
Name
|
| |
Vesting
Commencement
Date
|
| |
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
|
| |
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
|
| |
Option
Exercise
Price ($)
|
| |
Option
Expiration
Date
|
| |
Number of
Shares or
Units of
Stock That
Have Not
Vested (#)
|
| |
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested ($)(1)
|
| |
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested (#)
|
| |
Equity
Incentive Plan
Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested ($)(1)
|
Anirvan Ghosh, Ph.D.
|
| |
3/30/2020(2)
|
| |
|
| |
800,000
|
| |
5.95
|
| |
3/29/2030
|
| |
|
| |
|
| |
|
| |
|
|
3/30/2020(3)
|
| |
|
| |
|
| |
|
| |
|
| |
120,000
|
| |
628,800
|
| |
|
| |
|
||
|
3/30/2020(4)
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
150,000
|
| |
786,000
|
||
|
9/13/2020(2)
|
| |
|
| |
250,000
|
| |
2.94
|
| |
9/12/2030
|
| |
|
| |
|
| |
|
| |
|
||
|
9/13/2020(5)
|
| |
|
| |
|
| |
|
| |
|
| |
300,000
|
| |
1,572,000
|
| |
|
| |
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Keith R. Leonard Jr.
|
| |
10/26/2016
|
| |
1,364,100
|
| |
|
| |
3.39
|
| |
1/19/2027
|
| |
|
| |
|
| |
|
| |
|
|
6/18/2020(6)
|
| |
8,333
|
| |
41,667
|
| |
9.14
|
| |
6/17/2030
|
| |
|
| |
|
| |
|
| |
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Lynne Sullivan
|
| |
8/1/2020(2)(9)
|
| |
|
| |
240,000
|
| |
9.96
|
| |
7/31/2030
|
| |
|
| |
|
| |
|
| |
|
|
9/13/2020(5)
|
| |
|
| |
|
| |
|
| |
|
| |
240,000
|
| |
1,257,600
|
| |
|
| |
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Jamie Dananberg, M.D.
|
| |
1/10/2016(7)
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
33,370
|
| |
174,859
|
|
5/2/2018(2)
|
| |
19,703
|
| |
10,805
|
| |
17.00
|
| |
5/1/2028
|
| |
|
| |
|
| |
|
| |
|
||
|
6/20/2019(8)
|
| |
40,050
|
| |
66,750
|
| |
9.00
|
| |
6/19/2029
|
| |
|
| |
|
| |
|
| |
|
||
|
6/20/2019(3)
|
| |
|
| |
|
| |
|
| |
|
| |
14,050
|
| |
73,622
|
| |
|
| |
|
||
|
3/30/2020(8)
|
| |
18,466
|
| |
80,024
|
| |
5.95
|
| |
3/29/2030
|
| |
|
| |
|
| |
|
| |
|
||
|
3/30/2020(3)
|
| |
|
| |
|
| |
|
| |
|
| |
24,255
|
| |
127,096
|
| |
|
| |
|
||
|
9/13/2020(5)
|
| |
|
| |
|
| |
|
| |
|
| |
240,000
|
| |
1,257,600
|
| |
|
| |
|
(1)
|
Based on closing price of our common stock on December 31, 2020 ($5.24 per share).
|
(2)
|
Vests as to 25% of the shares subject to the option on the first anniversary of the vesting commencement date, and as to 1/48th of the shares subject to the option on each monthly anniversary thereafter, subject to continued service on each applicable vesting date.
|
(3)
|
Represents RSUs that vest as to one-third on each anniversary of the vesting commencement date, subject to continued service on each applicable vesting date.
|
(4)
|
Under the original terms of the award, which were in effect as of December 31, 2020, the award would vest as to 50,000 PSUs upon the attainment of (i) a volume-weighted average per share trading price of the Company’s common stock of at least $36.875 for a trailing 30-day period or (ii) a change in control transaction in which the price per share to the holders of the Company’s common stock is at least $36.875. The remaining PSUs would vest (i) at such time as the Company’s market capitalization reaches at least $2.5 billion, as measured by a trailing 30 day volume weighted average price or (ii) a change in control transaction in which the consideration paid to the Company’s stockholders is equal to at least $2.5 billion, as determined by the Board. In January 2021, the award was modified to provide that (i) 50,000 and 100,000 PSUs will vest upon the attainment of a volume-weighted average per share trading price of the Company’s common stock of at least $18 and $36, respectively, for a trailing 30-day period or (ii) a change in control transaction in which the price per share to the holders of the Company’s common stock is at least $18 and $36, respectively.
|
(5)
|
Represents RSUs that vest as to one-third on the first anniversary of the vesting commencement date, and as to 1/8th of the shares subject to the option on each quarterly anniversary thereafter, subject to continued service on each applicable vesting date.
|
(6)
|
Vests as to 1/36th of the shares subject to the option on each monthly anniversary of the vesting commencement date, subject to continued service on each applicable vesting date.
|
(7)
|
Restricted stock acquired upon exercise of an option prior to vesting that are subject to repurchase by us for $0.295 per share upon any termination of service. The repurchase rights lapse upon certain private financings or an initial public offering of our common stock at a value in excess of $1 billion, neither of which occurred, or a change in control that resulted in net proceeds to our stockholders of at least $1 billion.
|
(8)
|
Vests as to 1/48th of the shares subject to the option on each monthly anniversary of the vesting commencement date, subject to continued service on each applicable vesting date.
|
(9)
|
In the event of a change in control or Ms. Sullivan’s removal as the Company’s Chief Financial Officer by the Company other than for cause, in each case, prior to the first anniversary of her employment commencement date, the option would vest as to 25% of the total number of shares and the remaining shares subject to the option would vest in accordance with the original vesting schedule, subject to her continued service.
|
NEO
|
| |
Type
|
| |
Grant Date
|
| |
Number of
Shares
Underlying
Options
|
| |
Restricted
Stock Units
|
| |
Stock
Award
|
| |
Performance
Stock Units
|
Anirvan Ghosh, Ph.D.
|
| |
New Hire
|
| |
3/30/2020
|
| |
800,000
|
| |
120,000
|
| |
30,000
|
| |
150,000
|
|
| |
Retention
|
| |
9/13/2020
|
| |
250,000
|
| |
300,000
|
| |
—
|
| |
—
|
Lynne Sullivan
|
| |
New Hire
|
| |
8/1/2020
|
| |
240,000
|
| |
—
|
| |
—
|
| |
—
|
|
| |
Retention
|
| |
9/13/2020
|
| |
—
|
| |
240,000
|
| |
—
|
| |
—
|
Jamie Dananberg, M.D.
|
| |
Annual
|
| |
3/30/2020
|
| |
98,490
|
| |
24,255
|
| |
—
|
| |
—
|
|
| |
Retention
|
| |
9/13/2020
|
| |
—
|
| |
240,000
|
| |
—
|
| |
—
|
Plan Category
|
| |
Number of Securities to be
Issued Upon Exercise of
Outstanding Options,
Warrants and Rights (a)(1)
|
| |
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and
Rights(2)
|
| |
Number of Securities Remaining
Available for Future Issuance
Under Equity Compensation
Plans (Excluding Securities
Reflected in Column (a))
|
Equity Compensation Plans Approved by Stockholders(3)(4)(5)
|
| |
9,224,549
|
| |
$7.01
|
| |
4,104,734(6)
|
Equity Compensation Plans Not Approved by Stockholders(7)
|
| |
1,240,491
|
| |
$5.77
|
| |
1,397,000(8)
|
Total
|
| |
10,465,040
|
| |
$6.88
|
| |
5,501,734
|
(1)
|
Amounts include (i) 6,572,472 shares subject to outstanding options and 2,652,077 outstanding RSUs granted under the 2018 Incentive Award Plan (the “2018 Plan”) and the 2013 Equity Incentive Plan (the “2013 Plan”), (ii) 903,000 shares subject to outstanding options, 120,000 outstanding RSUs, and 150,000 outstanding PSUs granted under the 2020 Employment Inducement Incentive Plan (the “2020 Plan”), and (iii) 67,491 shares subject to options granted outside of the 2020 Plan, the 2018 Plan, and the 2013 Plan.
|
(2)
|
The weighted-average exercise price is calculated based solely on the exercise prices of the outstanding options and does not reflect shares that will be issued upon the vesting of outstanding RSUs, which have no price.
|
(3)
|
Includes the 2018 Plan, the 2013 Plan, and the 2018 Employee Stock Purchase Plan (the “2018 ESPP”).
|
(4)
|
The 2018 Plan contains an “evergreen” provision, pursuant to which the number of shares of common stock reserved for issuance or transfer pursuant to awards under the 2018 Plan shall be increased on the first day of each year beginning in 2019 and ending in 2028, equal to the lesser of (i) five percent (5.0%) of the shares of common stock outstanding (on an as converted basis) on the last day of the immediately preceding fiscal year, and (ii) such smaller number of shares of stock as determined by our Board; provided, however, that no more than 60,000,000 shares of stock may be issued upon the exercise of incentive stock options.
|
(5)
|
The 2018 ESPP contains an “evergreen” provision, pursuant to which the maximum number of shares of our common stock authorized for sale under the 2018 ESPP shall be increased on the first day of each year beginning in 2019 and ending in 2028, equal to the lesser of (i) one percent (1.0%) of the shares of common stock outstanding (on an as converted basis) on the last day of the immediately preceding fiscal year, and (ii) such number of shares of common stock as determined by our Board; provided, however, no more than 8,000,000 shares of our common stock may be issued thereunder.
|
(6)
|
Includes 1,230,970 shares that were available for future issuance as of December 31, 2020 under the 2018 ESPP (all of which were subject to purchase under the offering period in effect as of December 31, 2020, which offering period will end on May 15, 2021).
|
(7)
|
Consists of (i) 903,000 shares subject to options granted, 120,000 outstanding RSUs, and 150,000 outstanding PSUs granted under the 2020 Plan and (ii) 67,491 shares subject to options granted outside of the 2020 Plan, 2018 Plan and the 2013 Plan. The options under (ii) were granted at an exercise price of $3.39 and vest as to (a) 12.5% of the shares on the six-month anniversary of the vesting commencement date, and (b) one 1/48th of the shares in equal monthly installments thereafter through the fourth anniversary of the vesting commencement date, subject to continued service through the applicable vesting date.
|
(8)
|
Consists of shares remaining available for issuance under the 2020 Plan.
|
•
|
each person, or group of affiliated persons, known by us to beneficially own more than 5% of our common stock;
|
•
|
each named executive officer as set forth in the summary compensation table above;
|
•
|
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
|
| |
Number of
Shares
Exercisable
Within 60 Days
|
| |
Number of
Shares
Beneficially
Owned
|
| |
Percentage of
Shares
Beneficially
Owned
|
5% and Greater Stockholders:
|
| |
|
| |
|
| |
|
| |
|
Entities Associated with ARCH Venture Partners(1)
|
| |
10,048,181
|
| |
—
|
| |
10,048,181
|
| |
18.3%
|
Entities Associated with Venrock(2)
|
| |
2,680,039
|
| |
—
|
| |
2,680,039
|
| |
4.9%
|
Entities Associated with Baillie Gifford & Co(3)
|
| |
3,803,014
|
| |
—
|
| |
3,803,014
|
| |
6.9%
|
Entities Associated with FMR, LLC(4)
|
| |
4,583,617
|
| |
—
|
| |
4,583,617
|
| |
8.4%
|
BlackRock, Inc.(5)
|
| |
2,881,653
|
| |
—
|
| |
2,881,653
|
| |
5.3%
|
Named Executive Officers and Directors:
|
| |
|
| |
|
| |
|
| |
|
Keith R. Leonard Jr.(6)
|
| |
215,422
|
| |
1,380,766
|
| |
1,596,188
|
| |
2.9%
|
Nathaniel E. David, Ph.D.(7)
|
| |
586,398
|
| |
6,944
|
| |
593,342
|
| |
1.1%
|
Lynne Sullivan
|
| |
—
|
| |
—
|
| |
—
|
| |
*
|
Jamie Dananberg, M.D.(8)
|
| |
419,170
|
| |
112,667
|
| |
531,837
|
| |
*
|
Paul L. Berns(9)
|
| |
3,261
|
| |
134,745
|
| |
138,006
|
| |
*
|
Kristina M. Burow(10)
|
| |
112,994
|
| |
90,678
|
| |
203,672
|
| |
*
|
Graham K. Cooper(11)
|
| |
84,745
|
| |
60,169
|
| |
144,914
|
| |
*
|
Anirvan Ghosh, Ph.D.(12)
|
| |
70,000
|
| |
233,333
|
| |
303,333
|
| |
*
|
Gilmore O’Neill, M.B.(13)
|
| |
—
|
| |
25,833
|
| |
25,833
|
| |
*
|
Margo R. Roberts, Ph.D.(14)
|
| |
—
|
| |
92,217
|
| |
92,217
|
| |
*
|
Camille D. Samuels(15)
|
| |
10,169
|
| |
90,678
|
| |
100,847
|
| |
*
|
All directors and executive officers as a group (12 persons)(16)
|
| |
1,502,159
|
| |
2,228,030
|
| |
3,730,189
|
| |
6.8%
|
*
|
Indicates beneficial ownership of less than 1% of the total outstanding common stock.
|
(1)
|
As reported on a Schedule 13G/A filed with the SEC on February 2, 2021. Consists of (i) 8,365,764 shares of common stock held by ARCH Venture Fund VII, L.P. (“ARCH VII”), and (ii) 1,682,417 shares of common stock held by ARCH Venture Fund VIII Overage, L.P.
|
(2)
|
Consists of (i) 2,474,163 shares of common stock held by Venrock Associates VII, L.P. (“Venrock Associates”), and (ii) 205,876 shares of common stock held by Venrock Partners VII, L.P. (“Venrock Partners”). Venrock Management VII, LLC (“Venrock Management”) is the sole general partner of Venrock Associates and Venrock Partners. As sole general partner for each of Venrock Associates and Venrock Partners, Venrock Management may be deemed to share the power to direct the disposition and vote of, and therefore to own the shares held by Venrock Associates and Venrock Partners. Investment and voting decisions by Venrock Management are made jointly by three or more individuals who are managing directors, and therefore no individual managing director of Venrock Management is the beneficial owner of the shares held by Venrock Associates and Venrock Partners. Venrock Management expressly disclaims beneficial ownership over all shares held by Venrock Associates and Venrock Partners, except to the extent of their indirect pecuniary interest therein. The address for Venrock Associates and Venrock Partners is 3340 Hillview Avenue, Palo Alto, California 94304.
|
(3)
|
As reported on Schedule 13G/A filed with the SEC on January 14, 2021, consists of (i) 3,213,903 shares of common stock held by Scottish Mortgage Investment Trust PLC (“SMIT”), (ii) 341,111 shares of common stock held by Edinburgh Worldwide Investment Trust PLC (“EWIT”) and (iii) 248,000 shares of common stock held by entities and funds affiliated with Baillie Gifford & Co. As agent for each of SMIT and EWIT, Baillie Gifford & Co may be deemed to share the power to direct the disposition and vote of, and therefore to own the shares held by SMIT and EWIT. No individual partner of Baillie Gifford & Co or group of three or fewer individuals has power to make investment or voting decisions of Baillie Gifford & Co, and therefore no individual partner of Baillie Gifford & Co is the beneficial owner of the shares held by SMIT and EWIT. Baillie Gifford & Co disclaims beneficial ownership of all shares held by SMIT and EWIT. Each of SMIT and EWIT are publicly traded companies. The address for SMIT and EWIT is c/o Baillie Gifford & Co, Calton Square, 1 Greenside Row, Edinburgh EH1 3AN, United Kingdom.
|
(4)
|
As reported on a Schedule 13G/A filed with the SEC on February 8, 2021. Abigail P. Johnson is a Director, the Chairman and the Chief Executive Officer of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act (“Fidelity Funds”) advised by Fidelity Management & Research Company, a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds’ Boards of Trustees. Fidelity Management & Research Company carries out the voting of the shares under written guidelines established by the Fidelity Funds’ Boards of Trustees. FMR LLC and Abigail P. Johnson may be deemed to have beneficial ownership of 4,583,617 shares of common stock. Fidelity Growth Company Fund may be deemed to have beneficial ownership of 1,839,014 shares of common stock. The address of FMR LLC is 245 Summer Street, Boston, Massachusetts 02210.
|
(5)
|
As reported on Schedule 13G filed with the SEC on February 2, 2021, consists of 2,881,653 shares of common stock held by BlackRock, Inc.
|
(6)
|
Consists of (i) 62,880 shares of common stock, (ii) 152,542 shares of common stock held by Keith Richard Leonard Jr. 2017 Retained Annuity Trust, and (iii) 1,380,766 shares of common stock that may be acquired pursuant to the exercise of stock options within 60 days of April 26, 2021.
|
(7)
|
Consists of (i) 586,398 shares of common stock, and (ii) 6,944 shares of common stock that may be acquired pursuant to the exercise of stock options within 60 days of April 26, 2021.
|
(8)
|
Consists of (i) 419,170 shares of common stock, and (ii) 112,667 shares of common stock that may be acquired pursuant to the exercise of stock options within 60 days of April 26, 2021.
|
(9)
|
Consists of (i) 3,261 shares of common stock, and (ii) 134,745 shares of common stock that may be acquired pursuant to the exercise of stock options within 60 days of April 26, 2021.
|
(10)
|
Consists of (i) 79,096 shares of common stock held by Backes & Burow 2012 Revocable Trust, (ii) 33,898 shares of common stock held by Ms. Burow’s spouse, and (iii) 90,678 shares of common stock that may be acquired pursuant to the exercise of stock options within 60 days of April 26, 2021.
|
(11)
|
Consists of (i) 84,745 shares of common stock, and (ii) 60,169 shares of common stock that may be acquired pursuant to the exercise of stock options within 60 days of April 26, 2021.
|
(12)
|
Consists of (i) 70,000 shares of common stock, and (ii) 233,333 shares of common stock that may be acquired pursuant to the exercise of stock options within 60 days of April 26, 2021.
|
(13)
|
Consists of 25,833 shares of common stock that may be acquired pursuant to the exercise of stock options within 60 days of April 26, 2021.
|
(14)
|
Consists of 92,217 shares of common stock that may be acquired pursuant to the exercise of stock options within 60 days of April 26, 2021.
|
(15)
|
Consists of (i) 10,169 shares of common stock, and (ii) 90,678 shares of common stock that may be acquired pursuant to the exercise of stock options within 60 days of April 26, 2021. Ms. Samuels is affiliated with Venrock. Ms. Samuels does not have voting or dispositive control over the shares held by the entities affiliated with Venrock referenced in footnote 2 above.
|
(16)
|
Consists of (i) the shares described in notes 6 through 15 above, (ii) 0 shares of common stock, and (iii) 0 shares of common stock that may be acquired pursuant to the exercise of stock options within 60 days of April 26, 2021.
|
|
| |
By Order of the Board of Directors
|
|
| |
|
|
| |
/s/ ANIRVAN GHOSH, PH.D.
|
|
| |
Anirvan Ghosh, Ph.D.
|
|
| |
Chief Executive Officer and Director
|
1 Year UNITY Biotechnology Chart |
1 Month UNITY Biotechnology Chart |
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