Atlas Venture Fund XI, L.P. - 01 Feb 2021 Form 4 Insider Report for Day One Biopharmaceuticals, Inc. (DAWN)

Role
10%+ Owner
Signature
/s/ Ommer Chohan
Issuer symbol
DAWN
Transactions as of
01 Feb 2021
Transactions value $
$8,000,000
Form type
4
Date filed
02 Jun 2021, 18:40
Next filing
14 Dec 2021
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction DAWN Common Stock Conversion of derivative security +7.76M 7.76M 01 Jun 2021 See Footnote F1, F2
transaction DAWN Common Stock Conversion of derivative security +741K 741K 01 Jun 2021 See Footnote F3, F4
transaction DAWN Common Stock Purchase $4M +250K $16.00 250K 01 Jun 2021 See Footnote F2, F5
transaction DAWN Common Stock Purchase $4M +250K $16.00 250K 01 Jun 2021 See Footnote F4, F6

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction DAWN Series B Preferred Stock Purchase $0 +741K $0.00 741K 01 Feb 2021 Common Stock 741K See Footnote F4, F7
transaction DAWN Series A Preferred Stock Conversion of derivative security $0 -7.76M -100% $0.00* 0 01 Jun 2021 Common Stock 7.76M See Footnote F1, F2
transaction DAWN Series B Preferred Stock Conversion of derivative security $0 -741K -100% $0.00* 0 01 Jun 2021 Common Stock 741K See Footnote F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The shares of the Issuer's Series A Preferred Stock automatically converted on a one-for-one basis into shares of the Issuer's Common Stock on May 26, 2021 in connection with the closing of the Issuer's sale of its Common Stock in its firm commitment initial public offering (the "IPO") pursuant to a registration statement on Form S-1 (File No. 333-255754) under the Securities Act of 1933, as amended (the "Registration Statement"), and had no expiration date.
F2 The shares are held directly by Atlas Venture Fund XI, L.P. ("Fund XI"). The general partner of Fund XI is Atlas Venture Associates XI, L.P. ("AVA XI LP"). Atlas Venture Associates XI, LLC ("AVA XI LLC") is the general partner of AVA XI LP. Each of AVA XI LP and AVA XI LLC disclaims Section 16 beneficial ownership of the securities held by Fund XI, except to the extent of its pecuniary interest therein, if any.
F3 The shares of the Issuer's Series B Preferred Stock automatically converted on a one-for-one basis into shares of the Issuer's Common Stock on May 26, 2021 in connection with the closing of the Issuer's sale of its Common Stock in its IPO pursuant to the Registration Statement, and had no expiration date.
F4 The shares are held directly by Atlas Venture Opportunity Fund I, L.P. ("Atlas Venture Opportunity Fund I"). The general partner of Atlas Venture Opportunity Fund I is Atlas Venture Associates Opportunity I, L.P. ("AVAO I LP"). Atlas Venture Associates Opportunity I, LLC ("AVAO I LLC") is the general partner of AVAO I LP. Each of AVAO I LP and AVAO I LLC disclaims Section 16 beneficial ownership of the securities held by Atlas Venture Opportunity Fund I, except to the extent of its pecuniary interest therein, if any.
F5 On June 1, 2021, Fund XI purchased 250,000 shares of common stock of the Issuer at a purchase price of $16.00 per share pursuant to an underwritten public offering.
F6 On June 1, 2021, Atlas Venture Opportunity Fund I purchased 250,000 shares of common stock of the Issuer at a purchase price of $16.00 per share pursuant to an underwritten public offering.
F7 The Reporting Person is reporting the purchase of these securities pursuant to Rule 16a-2(a) of the Securities Exchange Act of 1934, as amended. Each share of Series B Preferred Stock automatically converted into one share of Common Stock at the close of the Issuer's IPO and has no expiration date.