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*
POWELL MICHAEL

(Last) (First) (Middle)
C/O SOFINNOVA INVESTMENTS, INC.
3000 SAND HILL ROAD, BLDG. 4, SUITE 250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/06/2020
3. Issuer Name and Ticker or Trading Symbol
Checkmate Pharmaceuticals, Inc. [ CMPI ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 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)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock (1) (1) Common Stock 1,671,771 (1) I See footnote(3)
Series B Preferred Stock (2) (2) Common Stock 1,314,165 (2) I See footnote(3)
Series C Preferred Stock (1) (1) Common Stock 487,438 (1) I See footnote(3)
1. Name and Address of Reporting Person*
POWELL MICHAEL

(Last) (First) (Middle)
C/O SOFINNOVA INVESTMENTS, INC.
3000 SAND HILL ROAD, BLDG. 4, SUITE 250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Sofinnova Venture Partners IX, L.P.

(Last) (First) (Middle)
C/O SOFINNOVA INVESTMENTS, INC.
3000 SAND HILL ROAD, BLDG. 4, SUITE 250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Sofinnova Management IX, L.L.C.

(Last) (First) (Middle)
C/O SOFINNOVA INVESTMENTS, INC.
3000 SAND HILL ROAD, BLDG. 4, SUITE 250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HEALY JAMES

(Last) (First) (Middle)
C/O SOFINNOVA INVESTMENTS, INC.
3000 SAND HILL ROAD, BLDG. 4, SUITE 250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
Explanation of Responses:
1. The Series A Preferred Stock and Series C Preferred Stock is convertible into Common Stock at a rate of 1:7.4771 into the number of shares of Common Stock as shown in Column 3 at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering without payment or further consideration. The shares have no expiration date.
2. The Series B Preferred Stock is convertible into Common Stock at a rate of 1.12256:7.4771 into the number of shares of Common Stock as shown in Column 3 at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering without payment or further consideration. The shares have no expiration date.
3. The shares are held directly by Sofinnova Venture Partners IX, L.P. (the "Fund"). The general partner of the Fund is Sofinnova Management IX, L.L.C. (the "GP") and may be deemed to have sole voting, investment and dispositive power with respect to the securities held by the Fund. Dr. James I. Healy and Michael F. Powell, Ph.D. are the managing members of the GP and may be deemed to have shared voting, investment and dispositive power with respect to the securities held by the Fund. Each reporting person disclaims beneficial ownership of such securities, except to the extent of his or its proportionate pecuniary interest therein, if any.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Nathalie Auber, attorney-in-fact for Sofinnova Venture Partners IX, L.P. 08/06/2020
/s/ Nathalie Auber, attorney-in-fact for Sofinnova Management IX, L.L.C.. 08/06/2020
/s/ Nathalie Auber, attorney-in-fact for James I Healy 08/06/2020
/s/ Nathalie Auber, attorney-in-fact for Michael F. Powell 08/06/2020
** 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).
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                               Power of Attorney

        Each of the undersigned entities and individuals (collectively, the
"Reporting Persons") hereby authorizes and designates Sofinnova Management IX,
L.L.C. or such other person or entity as is designated in writing by James I.
Healy (the "Designated Filer") as the beneficial owner to prepare and file on
behalf of such Reporting Person individually, or jointly together with the other
Reporting Persons, any and all reports, notices, communications and other
documents (including, but not limited to, reports on Schedule 13D, Schedule 13G,
Form 3, Form 4 and Form 5) that such Reporting Person may be required to file
with the United States Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended (together with the implementing regulations
thereto, the "Act") and the Securities Exchange Act of 1934, as amended
(together with the implementing regulations thereto, the "Exchange Act")
(collectively, the "Reports") with respect to each Reporting Person's ownership
of, or transactions in, securities of any entity whose securities are
beneficially owned (directly or indirectly) by such Reporting Person
(collectively, the "Companies").

        Each Reporting Person hereby further authorizes and designates Nathalie
Auber (the "Authorized Signatory") to execute and file on behalf of such
Reporting Person the Reports and to perform any and all other acts, which in the
opinion of the Designated Filer or Authorized Signatory may be necessary or
incidental to the performance of the foregoing powers herein granted.

        The authority of the Designated Filer and the Authorized Signatory under
this Document with respect to each Reporting Person shall continue until such
Reporting Person is no longer required to file any Reports with respect to the
Reporting Person's ownership of, or transactions in, the securities of the
Companies, unless earlier revoked in writing.  Each Reporting Person
acknowledges that the Designated Filer and the Authorized Signatory are not
assuming any of the Reporting Person's responsibilities to comply with the Act
or the Exchange Act.

Date: February 4, 2015

                                   SOFINNOVA VENTURE PARTNERS IX, L.P.,
                                   a Delaware Limited Partnership

                                   By:   SOFINNOVA MANAGEMENT IX, L.L.C.,
                                         a Delaware Limited Liability Company
                                         Its General Partner

                                   By:   /s/ James I. Healy
                                         --------------------------------------
                                         James I. Healy
                                         Managing Member


                                   SOFINNOVA MANAGEMENT IX, L.L.C.,
                                   a Delaware Limited Liability Company

                                   By:   /s/ James I. Healy
                                         --------------------------------------
                                         James I. Healy
                                         Managing Member


                                   By:   /s/ James I. Healy
                                         --------------------------------------
                                         James I. Healy


                                   By:   /s/ Michael F. Powell
                                         --------------------------------------
                                         Michael F. Powell