SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Graham G. Walmsley

(Last) (First) (Middle)
C/O LOGOS GLOBAL MANAGEMENT LP
1 LETTERMAN DRIVE, BLDG. D, STE D3-700

(Street)
SAN FRANCISCO CA 94129

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Olema Pharmaceuticals, Inc. [ OLMA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/01/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Convertible Preferred Stock (1) 06/01/2020 P 339,578 (1) (1) Common Stock 339,578 $4.7117 339,578 I See Footnote(2)
Series C Convertible Preferred Stock (1) 09/30/2020 P 1,183,114 (1) (1) Common Stock 1,183,114 $11.0623 1,183,114 I See Footnote(3)
Stock Option (Right to Buy) $19 11/18/2020 A 21,520 (4) 11/17/2030 Common Stock 21,520 $0.00 21,520 D
Stock Option (Right to Buy) $19 11/18/2020 A 21,520 (5) 11/17/2030 Common Stock 21,520 $0.00 21,520 D
Stock Option (Right to Buy) $19 11/18/2020 A 21,520 (5) 11/17/2030 Common Stock 21,520 $0.00 21,520 D
Explanation of Responses:
1. The shares of Series B Convertible Preferred Stock and Series C Convertible Preferred Stock are convertible into Common Stock on a 1:1 basis and have no expiration date. Immediately upon the closing of the Issuer's initial public offering, all shares of Series B Convertible Preferred Stock and Series C Convertible Preferred Stock will be automatically converted into shares of Common Stock.
2. The shares are held by Logos Opportunities Fund I L.P. ("Logos Fund I"). Logos Opportunies GP, LLC ("Logos GP") is the general partner of Logos Fund I and the Reporting Person is a managing member of Logos GP. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.
3. The shares are held by Logos Opportunities Fund II, L.P. ("Logos Fund II"). Logos GP is the general partner of Logos Fund II and the Reporting Person is a managing member of Logos GP. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.
4. The shares subject to the option vest in a series of 12 successive equal monthy installments measured from June 1, 2020, subject to the Reporting Person's continuous service through each applicable vesting date. Such shares vest in full on the date of the Issuer's next annual meeting of stockholders if such stock option is not otherwise fully vested by such date, subject to the Reporting Person's continuous service through such vesting date.
5. The shares subject to the option vest in a series of 36 successive equal monthy installments measured from November 18, 2020, subject to the Reporting Person's continuous service through each applicable vesting date.
Remarks:
/s/ John B. Moriarty, Jr., Attorney-in-Fact 11/19/2020
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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