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Form 4 Kodiak Sciences Inc. For: Jun 28 Filed by: BAKER JULIAN

June 30, 2021 7:30 PM EDT
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 *
BAKER BROS. ADVISORS LP
(Last) (First) (Middle)
860 WASHINGTON STREET
3RD FLOOR
(Street)
NEW YORK NY 10014
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Kodiak Sciences Inc. [ KOD ] 		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)
06/28/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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               1,143,396 I See Footnotes (1) (4) (5)
Common Stock 06/28/2021   P   5,200 A $ 90.2731 (2) 12,741,756 I See Footnotes (3) (4) (5)
Common Stock 06/28/2021   P   10,170 A $ 90.7617 (6) 12,751,926 I See Footnotes (3) (4) (5)
Common Stock 06/28/2021   P   22,445 A $ 91.7974 (7) 12,774,371 I See Footnotes (3) (4) (5)
Common Stock 06/28/2021   P   10,459 A $ 91.8678 (8) 12,784,830 I See Footnotes (3) (4) (5)
Common Stock 06/29/2021   P   7,079 A $ 89.8709 (9) 12,791,909 I See Footnotes (3) (4) (5)
Common Stock 06/29/2021   P   3,847 A $ 89.8956 (10) 12,795,756 I See Footnotes (3) (4) (5)
Common Stock 06/29/2021   P   11,731 A $ 90.3911 (11) 12,807,487 I See Footnotes (3) (4) (5)
Common Stock 06/29/2021   P   1,200 A $ 90.395 (12) 12,808,687 I See Footnotes (3) (4) (5)
Common Stock 06/29/2021   P   30,221 A $ 90.7037 (13) 12,838,908 I See Footnotes (3) (4) (5)
Common Stock 06/30/2021   P   4,603 A $ 89.7392 (17) 12,843,511 I See Footnotes (3) (4) (5)
Common Stock 06/30/2021   P   22,353 A $ 90.2041 (18) 12,865,864 I See Footnotes (3) (4) (5)
Common Stock 06/30/2021   P   7,009 A $ 91.6359 (19) 12,872,873 I See Footnotes (3) (4) (5)
Common Stock 06/30/2021   P   121,612 A $ 92.7459 (20) 12,994,485 I See Footnotes (3) (4) (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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Options (right to buy) $ 93 06/30/2021   A   7,368     (14) 06/29/2031 Common Stock 7,368 $ 0 7,368 I See Footnotes (4) (5) (14) (15) (16)
Explanation of Responses:
1. As a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, L.P. ("667"), Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in common stock ("Common Stock") of Kodiak Sciences Inc. (the "Issuer") reported in column 5 of Table I directly held by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.
2. The price reported in Column 4 is a weighted average price. These shares were traded by Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds") in multiple transactions at prices ranging from $90.27 to $90.30, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the "Staff"), upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
3. After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital L.P. and (ii) Life Sciences, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I beneficially owned by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.
4. Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held by the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds.
5. Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.
6. The price reported in Column 4 is a weighted average price. These shares were traded by Life Sciences in multiple transactions at prices ranging from $90.49 to $91.48, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
7. The price reported in Column 4 is a weighted average price. These shares were traded by Life Sciences in multiple transactions at prices ranging from $91.51 to $92.48, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
8. The price reported in Column 4 is a weighted average price. These shares were traded by Life Sciences in multiple transactions at prices ranging from $91.79 to $92.00, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
9. The price reported in Column 4 is a weighted average price. These shares were traded by Life Sciences in multiple transactions at prices ranging from $89.36 to $90.00, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
10. The price reported in Column 4 is a weighted average price. These shares were traded by Life Sciences in multiple transactions at prices ranging from $89.89 to $89.96, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
11. The price reported in Column 4 is a weighted average price. These shares were traded by Life Sciences in multiple transactions at prices ranging from $89.98 to $90.97, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
12. The price reported in Column 4 is a weighted average price. These shares were traded by Life Sciences in multiple transactions at prices ranging from $90.27 to $90.48, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
13. The price reported in Column 4 is a weighted average price. These shares were traded by Life Sciences in multiple transactions at prices ranging from $90.01 to $91.00, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
14. 7,368 non-qualified stock options ("Stock Options") exercisable solely into Common Stock were granted under the Issuer's 2018 Equity Incentive Plan to Felix J. Baker, a managing member of the Adviser GP in his capacity as a director of the Issuer. The Stock Options with a strike price of $93.00, vest on the earlier of June 30, 2022 or one day prior to the Issuer's next annual meeting following the grant date.
15. Felix J. Baker serves on the board of directors of the Issuer (the "Board") as a representative of the Funds. Pursuant to the policies of the Adviser, Felix J. Baker does not have any right to any of the Issuer's securities issued as part of his service on the Board and the Funds are entitled to receive all of the pecuniary interest in the securities issued. The Funds each own an indirect proportionate pecuniary interest in the Stock Options. Solely as a result of Felix J. Baker's and Julian C. Baker's ownership interest in (i) the general partners of the Funds and (ii) the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the Stock Options and any Common Stock resulting from the exercise of Stock Options (i.e. no direct pecuniary interest).
16. The Adviser has voting and dispositive power over the Stock Options and any Common Stock received as a result of the exercise of Stock Options.
17. The price reported in Column 4 is a weighted average price. These shares were traded by Life Sciences in multiple transactions at prices ranging from $89.39 to $89.91, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
18. The price reported in Column 4 is a weighted average price. These shares were traded by Life Sciences in multiple transactions at prices ranging from $89.93 to $90.92, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
19. The price reported in Column 4 is a weighted average price. These shares were traded by Life Sciences in multiple transactions at prices ranging from $91.12 to $92.00, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
20. The price reported in Column 4 is a weighted average price. These shares were traded by Life Sciences in multiple transactions at prices ranging from $92.01 to $93.00, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
Remarks:
Felix J. Baker, a managing member of Baker Bros. Advisors (GP) LLC, the sole general partner of Baker Bros. Advisors LP, is a director of Kodiak Sciences Inc. (the "Issuer"). By virtue of their representation on the board of directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons are deemed directors by deputization of the Issuer.
By: Baker Bros. Advisors LP, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing 06/30/2021
** Signature of Reporting Person Date
Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to 667, L.P., pursuant to authority granted by Baker Biotech Capital, L.P., GP to 667, L.P. Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing 06/30/2021
** Signature of Reporting Person Date
By: Baker Bros. Advisors (GP) LLC, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing 06/30/2021
** Signature of Reporting Person Date
Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to BAKER BROTHERS LIFE SCIENCES, L.P., pursuant to authority granted by Baker Brothers Life Sciences Capital, L.P., GP to Baker Brothers Life Sciences, L.P., Name: Scott L. Lessing, Title: President /s/ 06/30/2021
** Signature of Reporting Person Date
/s/ Felix J. Baker 06/30/2021
** Signature of Reporting Person Date
/s/ Julian C. Baker 06/30/2021
** 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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