SEC Filing - Unity Biotechnology

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Leonard Keith R

(Last)

(First)

(Middle)

C/O UNITY BIOTECHNOLOGY, INC.

3280 BAYSHORE BOULEVARD

(Street)

BRISBANE

94005

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/02/2018

3. Issuer Name and Ticker or Trading Symbol
Unity Biotechnology, Inc. [ UBX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	152,542	I	See Footnote⁽¹⁾
Common Stock	149,152	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽²⁾	01/20/2027	Common Stock	1,384,100	3.4	D
Stock Option (Right to Buy)	⁽³⁾⁽⁴⁾	01/29/2028	Common Stock	106,577	3.43	D
Series B Preferred Stock	⁽⁵⁾	⁽⁶⁾	Common Stock	383,475	⁽⁵⁾	I	See Footnote⁽⁷⁾
Series B Preferred Stock	⁽⁵⁾	⁽⁶⁾	Common Stock	148,448	⁽⁵⁾	I	See Footnote⁽⁸⁾
Series C Preferred Stock	⁽⁵⁾	⁽⁶⁾	Common Stock	1,630	⁽⁵⁾	D

Explanation of Responses:

1. The shares are directly held by Keith Richard Leonard, Jr. 2017 Retained Annuity Trust.

2. The shares subject to the option vest and become exercisable in 48 successive, equal monthly installments measured from October 26, 2016, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date.

3. 1/3 of the shares underlying the option will be scheduled to vest upon i) the closing of a financing where the Issuer sells shares of its equity securities to institutional investors at a price per share of at least $36.88, ii) a change in control with aggregate proceeds payable to holders of the Issuer's common stock at a price per share of at least $36.88, or iii) the Issuer attains an average trading price after IPO of at least $36.88 as measured by a trailing 30 day volume-weighted average price (VWAP) (continued)

4. 2/3 of the shares underlying the option will vest upon i) the closing of a financing where the Company sells shares of its equity securities to institutional investors with a pre-money valuation of at least $2.5B, ii) a change in control with aggregate proceeds payable to holders of the Company's common stock at a valuation of the Company of at least $2.5B, or iii) the Company attains a market capitalization after IPO of at least $2.5B as measured by a trailing 30 day VWAP, in each case subject to the reporting person's continuing services to the Issuer through each applicable vesting date.

5. The shares of the Issuer's Preferred Stock automatically convert into shares of the Issuer's Common Stock, for no additional consideration, on a 1:1 basis immediately prior to the consummation of the Issuer's initial public offering.

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

7. The shares are directly held by Andalucia Ventures LLC, a limited liability company in which the Reporting Person holds a controlling interest.

8. The shares are directly held by Pathfinder Investment Fund, LLC, a limited liability company in which the Reporting Person holds a controlling interest.

	/s/ Tamara L. Tompkins, Attorney-in-Fact for Keith R. Leonard	05/02/2018
	** 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 5 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Unity Biotechnology, Inc.

Power of Attorney

Know all by these presents, that the undersigned hereby constitutes and appoints each of (i) the Chief Executive Officer of Unity Biotechnology, Inc., a Delaware corporation (the “Company”), who is currently Keith R. Leonard, Jr., (ii) the Company’s Chief Financial Officer, who is currently Robert C. Goeltz II, and (iii) the Company’s General Counsel, who is currently Tamara L. Tompkins, and their respective successors (including anyone serving in such capacities on an interim or acting basis), signing singly, with full powers of substitution, as the undersigned’s true and lawful attorney-in-fact to:

prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;

execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of the Company, Forms 3, 4, and 5 and any amendments thereto in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 16th day of February, 2018.

	/s/ Keith R. Leonard, Jr.
	By:	Keith R. Leonard, Jr.