SEC Filing | Corvus Pharmaceuticals

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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^*

Gould Terry P

(Last)

(First)

(Middle)

C/O CORVUS PHARMACEUTICALS, INC.

863 MITTEN ROAD, SUITE 102

(Street)

BURLINGAME

94010

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Corvus Pharmaceuticals, Inc. [ CRVS ]

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)
03/29/2016

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)
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	03/29/2016		C		550,864	A	⁽¹⁾	550,864	I	By Fund⁽²⁾
Common Stock, $0.0001 par value	03/29/2016		C		92,278	A	⁽¹⁾	643,142	I	By Fund⁽²⁾
Common Stock, $0.0001 par value	03/29/2016		P⁽⁷⁾		51,712	A	$15	694,854	I	By Fund⁽²⁾
Common Stock, $0.0001 par value	03/29/2016		C		567,121	A	⁽¹⁾	567,121	I	By Fund⁽³⁾
Common Stock, $0.0001 par value	03/29/2016		C		95,001	A	⁽¹⁾	662,122	I	By Fund⁽³⁾
Common Stock, $0.0001 par value	03/29/2016		P⁽⁷⁾		53,239	A	$15	715,361	I	By Fund⁽³⁾
Common Stock, $0.0001 par value	03/29/2016		C		428,998	A	⁽¹⁾	428,998	I	By Fund⁽⁴⁾
Common Stock, $0.0001 par value	03/29/2016		C		71,863	A	⁽¹⁾	500,861	I	By Fund⁽⁴⁾
Common Stock, $0.0001 par value	03/29/2016		P⁽⁷⁾		40,272	A	$15	541,133	I	By Fund⁽⁴⁾
Common Stock, $0.0001 par value	03/29/2016		C		583,510	A	⁽¹⁾	583,510	I	By Fund⁽⁵⁾
Common Stock, $0.0001 par value	03/29/2016		C		97,746	A	⁽¹⁾	681,256	I	By Fund⁽⁵⁾
Common Stock, $0.0001 par value	03/29/2016		P⁽⁷⁾		54,777	A	$15	736,033	I	By Fund⁽⁵⁾

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)
Series A Convertible Preferred Stock	⁽¹⁾	03/29/2016		C			550,864	⁽¹⁾	⁽⁶⁾	Common Stock	550,864	⁽¹⁾	0	I	By Fund⁽²⁾
Series B Convertible Preferred Stock	⁽¹⁾	03/29/2016		C			92,278	⁽¹⁾	⁽⁶⁾	Common Stock	92,278	⁽¹⁾	0	I	By Fund⁽²⁾
Series A Convertible Preferred Stock	⁽¹⁾	03/29/2016		C			567,121	⁽¹⁾	⁽⁶⁾	Common Stock	567,121	⁽¹⁾	0	I	By Fund⁽³⁾
Series B Convertible Preferred Stock	⁽¹⁾	03/29/2016		C			95,001	⁽¹⁾	⁽⁶⁾	Common Stock	95,001	⁽¹⁾	0	I	By Fund⁽³⁾
Series A Convertible Preferred Stock	⁽¹⁾	03/29/2016		C			428,998	⁽¹⁾	⁽⁶⁾	Common Stock	428,998	⁽¹⁾	0	I	By Fund⁽⁴⁾
Series B Convertible Preferred Stock	⁽¹⁾	03/29/2016		C			71,863	⁽¹⁾	⁽⁶⁾	Common Stock	71,863	⁽¹⁾	0	I	By Fund⁽⁴⁾
Series A Convertible Preferred Stock	⁽¹⁾	03/29/2016		C			583,510	⁽¹⁾	⁽⁶⁾	Common Stock	583,510	⁽¹⁾	0	I	By Fund⁽⁵⁾
Series B Convertible Preferred Stock	⁽¹⁾	03/29/2016		C			97,746	⁽¹⁾	⁽⁶⁾	Common Stock	97,746	⁽¹⁾	0	I	By Fund⁽⁵⁾

Explanation of Responses:

1. The Series A Convertible Preferred Stock and Series B Convertible Preferred Stock automatically converted into shares of Issuer's Common Stock, for no additional consideration, on a 1:1 basis at the consummation of Issuer's initial public offering.

2. Represents shares held directly by Adams Street 2011 Direct Fund LP ("AS 2011"). Adams Street Partners, LLC, as the managing member of the general partner of the general partner of AS 2011, may be deemed to beneficially own the shares held by AS 2011. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray, David S. Welsh and Michael R. Zappert, each of whom is a partner of Adams Street Partners, LLC (or a subsidiary thereof), may be deemed to have shared voting and investment power over the shares held by AS 2011. Adams Street Partners, LLC and Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray, David S. Welsh and Michael R. Zappert disclaim beneficial ownership of the shares held by AS 2011 except to the extent of their pecuniary interest therein.

3. Represents shares held directly by Adams Street 2012 Direct Fund LP ("AS 2012"). Adams Street Partners, LLC, as the managing member of the general partner of the general partner of AS 2012, may be deemed to beneficially own the shares held by AS 2012. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray, David S. Welsh and Michael R. Zappert, each of whom is a partner of Adams Street Partners, LLC (or a subsidiary thereof), may be deemed to have shared voting and investment power over the shares held by AS 2012. Adams Street Partners, LLC and Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray, David S. Welsh and Michael R. Zappert disclaim beneficial ownership of the shares held by AS 2012 except to the extent of their pecuniary interest therein.

4. Represents shares held directly by Adams Street 2013 Direct Fund LP ("AS 2013"). Adams Street Partners, LLC, as the managing member of the general partner of the general partner of AS 2013, may be deemed to beneficially own the shares held by AS 2013. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray, David S. Welsh and Michael R. Zappert, each of whom is a partner of Adams Street Partners, LLC (or a subsidiary thereof), may be deemed to have shared voting and investment power over the shares held by AS 2013. Adams Street Partners, LLC and Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray, David S. Welsh and Michael R. Zappert disclaim beneficial ownership of the shares held by AS 2013 except to the extent of their pecuniary interest therein.

5. Represents shares held directly by Adams Street 2014 Direct Fund LP ("AS 2014"). Adams Street Partners, LLC, as the managing member of the general partner of the general partner of AS 2014, may be deemed to beneficially own the shares held by AS 2014. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray, David S. Welsh and Michael R. Zappert, each of whom is a partner of Adams Street Partners, LLC (or a subsidiary thereof), may be deemed to have shared voting and investment power over the shares held by AS 2014. Adams Street Partners, LLC and Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray, David S. Welsh and Michael R. Zappert disclaim beneficial ownership of the shares held by AS 2014 except to the extent of their pecuniary interest therein.

6. The expiration date is not relevant to the conversion of these securities.

7. AS 2011, AS 2012, AS 2013 and AS 2014 purchased an aggregate of 200,000 shares of Issuer's common stock in connection with the initial public offering at the offering price of $15.00 per share.

	/s/ Leiv Lea, as Attorney-in-Fact for Elisha P. (Terry) Gould III	03/29/2016
	** 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).
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