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*
CRANDELL KEITH

(Last) (First) (Middle)
8755 W. HIGGINS ROAD, SUITE 1025

(Street)
CHICAGO IL 60631

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Twist Bioscience Corp [ TWST ]
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)
11/02/2018
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
Common Stock 11/02/2018 C 1,182,645 A (1) 1,182,645 I See footnotes(2)(3)
Common Stock 11/02/2018 C 718,275 A (1) 1,900,920 I See footnotes(2)(3)
Common Stock 11/02/2018 C 266,776 A (1) 2,167,696 I See footnotes(2)(3)
Common Stock 11/02/2018 C 224,726 A (1) 2,392,422 I See footnotes(2)(3)
Common Stock 11/02/2018 P 15,000(4) A $14 2,407,422 I See footnotes(2)(3)
Common Stock 11/02/2018 C 894,146 A (1) 894,146 I See footnotes(3)(5)
Common Stock 11/02/2018 P 60,000(4) A $14 954,146 I See footnotes(3)(5)
Common Stock 0 D
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 A Preferred Stock (1) 11/02/2018 C 1,182,645 (1) (6) Common Stock 1,182,645 (1) 0 I See footnotes(2)(3)
Series B Preferred Stock (1) 11/02/2018 C 718,275 (1) (6) Common Stock 718,275 (1) 0 I See footnotes(2)(3)
Series C Preferred Stock (1) 11/02/2018 C 266,776 (1) (6) Common Stock 266,776 (1) 0 I See footnotes(2)(3)
Series D Preferred Stock (1) 11/02/2018 C 224,726 (1) (6) Common Stock 224,726 (1) 0 I See footnotes(2)(3)
Series D Preferred Stock (1) 11/02/2018 C 894,146 (1) (6) Common Stock 894,146 (1) 0 I See footnotes(3)(5)
Explanation of Responses:
1. Upon closing of the Issuer's initial public offering, each share of preferred stock was automatically converted into one share of the Issuer's common stock, for no additional consideration, on a 1:1 basis.
2. The shares are directly held by ARCH Venture Fund VII, L.P. ("ARCH Fund VII"). The sole general partner of ARCH Fund VII is ARCH Venture Partners VII, L.P. ("ARCH Partners VII"), which may be deemed to be the beneficial owner of the shares held by ARCH Fund VII. The sole general partner of ARCH Partners VII is ARCH Venture Partners VII, LLC ("ARCH VII LLC"), which may be deemed to be the beneficial owner of the shares held by ARCH Fund VII. ARCH Partners VII and ARCH VII LLC disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
3. Keith Crandell is a managing director of ARCH VII LLC and AVP GPLLC, and may be deemed to beneficially own the shares held by ARCH Fund VII and ARCH Overage. Mr. Crandell disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
4. Reflects shares purchased in the Issuer's initial public offering.
5. The shares are directly held by ARCH Venture Fund VIII Overage, L.P. ("ARCH Overage"). The sole general partner of ARCH Overage is ARCH Venture Partners VIII, LLC ("AVP GPLLC"), which may be deemed to be the beneficial owner of the shares held by ARCH Overage. AVP GPLLC disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
6. The expiration date is not relevant to the conversion of these securities.
Remarks:
/s/ William Solis, as Attorney-in-Fact 11/06/2018
** 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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