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Form 4 Cullinan Oncology, Inc. For: Jun 24 Filed by: Jovan-Embiricos Morana

June 28, 2022 9:24 PM EDT

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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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OMB Number: 3235-0287
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hours per response: 0.5
  
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 *
Jovan-Embiricos Morana

(Last) (First) (Middle)
C/O LJ MANAGEMENT (SUISSE) SA 8
RUE SAINT-LEGER

(Street)
GENEVA V8 CH-1205

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Cullinan Oncology, Inc. [ CGEM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/24/2022
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 06/24/2022   M   104,845 A $ 4.3 217,352 D  
Common Stock 06/24/2022   M   35,529 A $ 4.3 252,881 D  
Common Stock 06/24/2022   F (1)   45,078 D $ 13.39 207,803 D  
Common Stock               537,392 I By F2 Bioscience I 2017 Ltd. (2)
Common Stock               1,136,525 I By Globeways Holdings Ltd. (3)
Common Stock               1,305,873 I By F2 Vision SCS (4)
Common Stock               325,333 I By F2 MG Ltd. (5)
Common Stock               622,175 I By F2-TPO Investments, LLC (6)
Common Stock               71,599 I By F2 Bio TD, LLC (7)
Common Stock               214,798 I By F2 MC, LLC (8)
Common Stock               104,762 I By F2 GC, LLC (9)
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
Stock Option (Right to Buy) $ 4.3 06/24/2022   M     104,845   (10) 06/30/2022 Common Stock 104,845 $ 0 0 D  
Stock Option (Right to Buy) $ 4.3 06/24/2022   M     35,529   (10) 06/30/2022 Common Stock 35,529 $ 0 0 D  
Explanation of Responses:
1. Represents a net exercise of outstanding stock options. These shares were resold to the Issuer as payment of the exercise price, based on the closing price of the Issuer's common stock on June 24, 2022 of $13.39 per share.
2. These securities are owned directly by F2 Bioscience I 2017 Limited ("F2 Bioscience 2017"). Globeways Holdings Limited ("Globeways") is the appointed manager of F2 Bioscience 2017. Dr. Morana Jovan-Embiricos is the founding director of Globeways and has the sole power to vote upon the acquisition, holding and disposal of all shares held by F2 Bioscience 2017. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
3. These securities are owned directly by Globeways. Dr. Jovan-Embiricos is the founding director of Globeways and has the sole power to vote upon the acquisition, holding and disposal of all shares held by Globeways. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
4. These securities are owned directly by F2 Vision SCS ("F2 Vision"). F2 Vision Management Sarl ("F2 Vision Management") is the appointed manager of F2 Vision. Dr. Jovan-Embiricos is the founding director of F2 Vision Management and has the sole power to vote upon the acquisition, holding and disposal of all shares held by F2 Vision. Dr. Jovan-Embiricos disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
5. These securities are owned directly by F2 MG Limited ("F2 MG"). Globeways is the appointed manager of F2 MG. Dr. Jovan-Embiricos is the founding director of Globeways and has the sole power to vote upon the acquisition, holding and disposal of all shares held by F2 MG. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
6. These securities are owned directly by F2-TPO Investments, LLC ("F2-TPO"). Globeways Holdings II Limited ("Globeways II") is the appointed manager of F2-TPO. Dr. Jovan-Embiricos is the founding director of Globeways II and has the sole power to vote upon the acquisition, holding and disposal of all shares held by F2-TPO. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
7. These securities are owned directly by F2 Bio TD, LLC ("F2 Bio"). Globeways II is the appointed manager of F2 Bio. Dr. Jovan-Embiricos is the founding director of Globeways II and has the sole power to vote upon the acquisition, holding and disposal of all shares held by F2 Bio. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
8. These securities are owned directly by F2 MC, LLC ("F2 MC"). Globeways II is the appointed manager of F2 MC. Dr. Jovan-Embiricos is the founding director of Globeways II and has the sole power to vote upon the acquisition, holding and disposal of all shares held by F2 MC. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
9. These securities are owned directly by F2 GC LLC ("F2 GC"). Globeways II is the appointed manager of F2 GC. Dr. Jovan-Embiricos is the founding director of Globeways II and has the sole power to vote upon the acquisition, holding and disposal of all shares held by F2 GC. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
10. The shares subject to this option are fully vested and exercisable as of the date hereof.
Morana Jovan-Embiricos /s/ Morana Jovan-Embiricos 06/28/2022
** 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).
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.


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