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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^*

BVF PARTNERS L P/IL

(Last)

(First)

(Middle)

44 MONTGOMERY ST.

40TH FLOOR

(Street)

SAN FRANCISCO

94104

(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	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/18/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock, $0.0001 par value⁽¹⁾	11/19/2020		C		1,129,404	A	⁽⁸⁾	1,129,404	D⁽²⁾
Common stock, $0.0001 par value⁽¹⁾	11/19/2020		C		889,186	A	⁽⁹⁾	2,018,590	D⁽²⁾
Common stock, $0.0001 par value⁽¹⁾	11/19/2020		C		760,155	A	⁽¹⁰⁾	2,778,745	D⁽²⁾
Common stock, $0.0001 par value⁽¹⁾	11/19/2020		P		613,918	A	$19	3,392,663	D⁽²⁾
Common stock, $0.0001 par value⁽¹⁾	11/19/2020		C		881,156	A	⁽⁸⁾	881,156	D⁽³⁾
Common stock, $0.0001 par value⁽¹⁾	11/19/2020		C		673,281	A	⁽⁹⁾	1,554,437	D⁽³⁾
Common stock, $0.0001 par value⁽¹⁾	11/19/2020		C		522,403	A	⁽¹⁰⁾	2,076,840	D⁽³⁾
Common stock, $0.0001 par value⁽¹⁾	11/19/2020		P		446,425	A	$19	2,523,265	D⁽³⁾
Common stock, $0.0001 par value⁽¹⁾	11/19/2020		C		185,908	A	⁽⁸⁾	185,908	D⁽⁴⁾
Common stock, $0.0001 par value⁽¹⁾	11/19/2020		C		101,784	A	⁽⁹⁾	287,692	D⁽⁴⁾
Common stock, $0.0001 par value⁽¹⁾	11/19/2020		C		73,399	A	⁽¹⁰⁾	361,091	D⁽⁴⁾
Common stock, $0.0001 par value⁽¹⁾	11/19/2020		P		74,991	A	$19	436,082	D⁽⁴⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to buy)⁽⁵⁾	$19	11/18/2020		A		21,520		⁽⁶⁾	11/17/2030	Common stock, $0.0001 par value	21,520	$0	21,520	I⁽⁵⁾	See footnote⁽⁵⁾
Stock Option (Right to buy)⁽⁵⁾	$19	11/18/2020		A		21,520		⁽⁷⁾	11/17/2030	Common stock, $0.0001 par value	21,520	$0	21,520	I⁽⁵⁾	See footnote⁽⁵⁾
Stock Option (Right to buy)⁽⁵⁾	$19	11/18/2020		A		21,520		⁽⁷⁾	11/17/2030	Common stock, $0.0001 par value	21,520	$0	21,520	I⁽⁵⁾	See footnote⁽⁵⁾
Series A-1 Convertible Preferred Stock⁽¹⁾	⁽⁸⁾	11/19/2020		C			1,129,404	⁽⁸⁾	⁽⁸⁾	Common stock, $0.0001 par value	1,129,404	$0	0	D⁽²⁾
Series A-1 Convertible Preferred Stock⁽¹⁾	⁽⁸⁾	11/19/2020		C			881,156	⁽⁸⁾	⁽⁸⁾	Common stock, $0.0001 par value	881,156	$0	0	D⁽³⁾
Series A-1 Convertible Preferred Stock⁽¹⁾	⁽⁸⁾	11/19/2020		C			185,908	⁽⁸⁾	⁽⁸⁾	Common stock, $0.0001 par value	185,908	$0	0	D⁽⁴⁾
Series B Convertible Preferred Stock⁽¹⁾	⁽⁹⁾	11/19/2020		C			889,186	⁽⁹⁾	⁽⁹⁾	Common stock, $0.0001 par value	889,186	$0	0	D⁽²⁾
Series B Convertible Preferred Stock⁽¹⁾	⁽⁹⁾	11/19/2020		C			673,281	⁽⁹⁾	⁽⁹⁾	Common stock, $0.0001 par value	673,281	$0	0	D⁽³⁾
Series B Convertible Preferred Stock⁽¹⁾	⁽⁹⁾	11/19/2020		C			101,784	⁽⁹⁾	⁽⁹⁾	Common stock, $0.0001 par value	101,784	$0	0	D⁽⁴⁾
Series C Convertible Preferred Stock⁽¹⁾	⁽¹⁰⁾	11/19/2020		C			760,155	⁽¹⁰⁾	⁽¹⁰⁾	Common stock, $0.0001 par value	760,155	$0	0	D⁽²⁾
Series C Convertible Preferred Stock⁽¹⁾	⁽¹⁰⁾	11/19/2020		C			522,403	⁽¹⁰⁾	⁽¹⁰⁾	Common stock, $0.0001 par value	522,403	$0	0	D⁽³⁾
Series C Convertible Preferred Stock⁽¹⁾	⁽¹⁰⁾	11/19/2020		C			73,399	⁽¹⁰⁾	⁽¹⁰⁾	Common stock, $0.0001 par value	73,399	$0	0	D⁽⁴⁾

1. Name and Address of Reporting Person^*

BVF PARTNERS L P/IL

(Last)

(First)

(Middle)

44 MONTGOMERY ST.

40TH FLOOR

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BIOTECHNOLOGY VALUE FUND L P

(Last)

(First)

(Middle)

44 MONTGOMERY STREET

40TH FL

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BVF I GP LLC

(Last)

(First)

(Middle)

44 MONTGOMERY ST., 40TH FLOOR

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BIOTECHNOLOGY VALUE FUND II LP

(Last)

(First)

(Middle)

44 MONTGOMERY STREET

40TH FL

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BVF II GP LLC

(Last)

(First)

(Middle)

44 MONTGOMERY ST., 40TH FLOOR

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Biotechnology Value Trading Fund OS LP

(Last)

(First)

(Middle)

P.O. BOX 309 UGLAND HOUSE

(Street)

GRAND CAYMAN

KY1-1104

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BVF Partners OS Ltd.

(Last)

(First)

(Middle)

P.O. BOX 309 UGLAND HOUSE

(Street)

GRAND CAYMAN

KY1-1104

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BVF GP HOLDINGS LLC

(Last)

(First)

(Middle)

44 MONTGOMERY ST., 40TH FLOOR

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BVF INC/IL

(Last)

(First)

(Middle)

44 MONTGOMERY STREET

40TH FL

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

LAMPERT MARK N

(Last)

(First)

(Middle)

1 SANSOME ST

30TH FL

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

Explanation of Responses:

1. This Form 4 is filed jointly by Biotechnology Value Fund, L.P. ("BVF"), Biotechnology Value Fund II, L.P. ("BVF2"), Biotechnology Value Trading Fund OS LP ("Trading Fund OS"), BVF Partners OS Ltd. ("Partners OS"), BVF I GP LLC ("BVF GP"), BVF II GP LLC ("BVF2 GP"), BVF GP Holdings LLC ("BVF GPH"), BVF Partners L.P. ("Partners"), BVF Inc. and Mark N. Lampert (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a Section 13(d) group that beneficially owns over 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

2. Securities owned directly by BVF. As the general partner of BVF, BVF GP may be deemed to beneficially own the securities owned directly by BVF. As the sole member of BVF GP, BVF GPH may be deemed to beneficially own securities owned directly by BVF. As the investment manager of BVF, Partners may be deemed to beneficially own the securities owned directly by BVF. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF.

3. Securities owned directly by BVF2. As the general partner of BVF2, BVF2 GP may be deemed to beneficially own the securities owned directly by BVF2. As the sole member of BVF2 GP, BVF GPH may be deemed to beneficially own securities owned directly by BVF2. As the investment manager of BVF2, Partners may be deemed to beneficially own the securities owned directly by BVF2. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF2. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF2.

4. Securities owned directly by Trading Fund OS. As the general partner of Trading Fund OS, Partners OS may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment manager of Trading Fund OS and the sole member of Partners OS, Partners may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by Trading Fund OS. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by Trading Fund OS.

5. Partners, BVF Inc. and Mr. Lampert may be deemed to have a pecuniary interest in the securities reported owned herein due to a certain agreement between Partners and Gorjan Hrustanovic, who serves on the Issuer's board of directors and as a member of Partners, pursuant to which Mr. Hrustanovic is obligated to transfer the economic benefit, if any, received upon the sale of the shares issuable upon exercise of the securities reported owned herein to Partners. As such, Mr. Hrustanovic disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.

6. The shares subject to the option vest in a series of 12 successive equal monthy installments measured from June 1, 2020, subject to the Mr. Hrustanovic's continuous service on the Issuer's board of directors 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 Mr. Hrustanovic's continuous service through such vesting date.

7. The shares subject to the option vest in a series of 36 successive equal monthy installments measured from November 18, 2020, subject to Mr. Hrustanovic's continuous service on the Issuer's board of directors through each applicable vesting date.

8. Effective upon the closing of the Issuer's initial public offering (the "IPO") on November 19, 2020, as provided by the Issuer, each share of the Issuer's Series A-1 Convertible Preferred Stock held by the Reporting Persons automatically converted on a one-for-one basis into the Issuer's Common Stock. Prior to the IPO, each such shares of Preferred Stock was convertible at any time into shares of Common Stock and had no expiration date.

9. Effective upon the closing of the IPO on November 19, 2020, as provided by the Issuer, each share of the Issuer's Series Series B Convertible Preferred Stock held by the Reporting Persons automatically converted on a one-for-one basis into the Issuer's Common Stock. Prior to the IPO, each such share of Preferred Stock was convertible at any time into shares of Common Stock and had no expiration date.

10. Effective upon the closing of the IPO on November 19, 2020, as provided by the Issuer, each share of the Issuer's Series C Convertible Preferred Stock held by the Reporting Persons automatically converted on a one-for-one basis into the Issuer's Common Stock. Prior to the IPO, each such share of Preferred Stock was convertible at any time into shares of Common Stock and had no expiration date.

Remarks:

For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, Partners may be deemed to be a director by deputization of the Issuer due to a member of Partners, Gorjan Hrustanovic, serving on the Board of Directors of the Issuer, and his agreement to transfer the economic benefit, if any, received upon the sale of the shares issuable upon exercise of the securities reported owned herein to Partners as set forth in Footnote (5).

	BVF Partners L.P., By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President	11/20/2020
	Biotechnology Value Fund, L.P., By: BVF Partners L.P., its investment manager, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President	11/20/2020
	BVF I GP LLC, By: BVF GP HOLDINGS LLC, its sole member, By: /s/ Mark N. Lampert, Chief Executive Officer	11/20/2020
	Biotechnology Value Fund II, L.P., By: BVF Partners L.P., its investment manager, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President	11/20/2020
	BVF II GP LLC, By: BVF GP HOLDINGS LLC, its sole member, By: /s/ Mark N. Lampert, Chief Executive Officer	11/20/2020
	Biotechnology Value Trading Fund OS LP, By: BVF Partners L.P., its investment manager, BVF Inc., its general partner, By: /s/ Mark N. Lampert, President	11/20/2020
	BVF Partners OS Ltd., By: BVF Partners L.P., its sole member, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President	11/20/2020
	BVF GP Holdings LLC, By: /s/ Mark N. Lampert, Chief Executive Officer	11/20/2020
	BVF Inc., By: /s/ Mark N. Lampert, President	11/20/2020
	/s/ Mark N. Lampert	11/20/2020
	** 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).
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