Edgar Filing: Corvus Pharmaceuticals, Inc.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Gould Terry P

2. Issuer Name and Ticker or Trading Symbol
Corvus Pharmaceuticals, Inc. [CRVS]

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

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O CORVUS PHARMACEUTICALS, INC., 863 MITTEN ROAD, SUITE 102

3. Date of Earliest Transaction (Month/Day/Year)
03/29/2016

(Street)

BURLINGAME, CA 94010

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $0.0001 par value	03/29/2016		C		550,864	A	⁽¹⁾	550,864	I	By Fund ⁽²⁾
Common Stock, $0.0001 par value	03/29/2016		C		92,278	A	⁽¹⁾	643,142	I	By Fund ⁽²⁾
Common Stock, $0.0001 par value	03/29/2016		P⁽⁷⁾		51,712	A	$ 15	694,854	I	By Fund ⁽²⁾
Common Stock, $0.0001 par value	03/29/2016		C		567,121	A	⁽¹⁾	567,121	I	By Fund ⁽³⁾
Common Stock, $0.0001 par value	03/29/2016		C		95,001	A	⁽¹⁾	662,122	I	By Fund ⁽³⁾
Common Stock, $0.0001 par value	03/29/2016		P⁽⁷⁾		53,239	A	$ 15	715,361	I	By Fund ⁽³⁾
Common Stock, $0.0001 par value	03/29/2016		C		428,998	A	⁽¹⁾	428,998	I	By Fund ⁽⁴⁾
Common Stock, $0.0001 par value	03/29/2016		C		71,863	A	⁽¹⁾	500,861	I	By Fund ⁽⁴⁾
Common Stock, $0.0001 par value	03/29/2016		P⁽⁷⁾		40,272	A	$ 15	541,133	I	By Fund ⁽⁴⁾
Common Stock, $0.0001 par value	03/29/2016		C		583,510	A	⁽¹⁾	583,510	I	By Fund ⁽⁵⁾
Common Stock, $0.0001 par value	03/29/2016		C		97,746	A	⁽¹⁾	681,256	I	By Fund ⁽⁵⁾
Common Stock, $0.0001 par value	03/29/2016		P⁽⁷⁾		54,777	A	$ 15	736,033	I	By Fund ⁽⁵⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Convertible Preferred Stock

⁽¹⁾

03/29/2016

550,864

⁽¹⁾

⁽⁶⁾

Common Stock

550,864

⁽¹⁾

By Fund ⁽²⁾

Series B Convertible Preferred Stock

⁽¹⁾

03/29/2016

92,278

⁽¹⁾

⁽⁶⁾

Common Stock

92,278

⁽¹⁾

By Fund ⁽²⁾

Series A Convertible Preferred Stock

⁽¹⁾

03/29/2016

567,121

⁽¹⁾

⁽⁶⁾

Common Stock

567,121

⁽¹⁾

By Fund ⁽³⁾

Series B Convertible Preferred Stock

⁽¹⁾

03/29/2016

95,001

⁽¹⁾

⁽⁶⁾

Common Stock

95,001

⁽¹⁾

By Fund ⁽³⁾

Series A Convertible Preferred Stock

⁽¹⁾

03/29/2016

428,998

⁽¹⁾

⁽⁶⁾

Common Stock

428,998

⁽¹⁾

By Fund ⁽⁴⁾

Series B Convertible Preferred Stock

⁽¹⁾

03/29/2016

71,863

⁽¹⁾

⁽⁶⁾

Common Stock

71,863

⁽¹⁾

By Fund ⁽⁴⁾

Series A Convertible Preferred Stock

⁽¹⁾

03/29/2016

583,510

⁽¹⁾

⁽⁶⁾

Common Stock

583,510

⁽¹⁾

By Fund ⁽⁵⁾

Series B Convertible Preferred Stock

⁽¹⁾

03/29/2016

97,746

⁽¹⁾

⁽⁶⁾

Common Stock

97,746

⁽¹⁾

By Fund ⁽⁵⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Gould Terry P C/O CORVUS PHARMACEUTICALS, INC. 863 MITTEN ROAD, SUITE 102 BURLINGAME, CA 94010	X	X

Signatures

/s/ Leiv Lea, as Attorney-in-Fact for Elisha P. (Terry) Gould III		03/29/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The Series A Convertible Preferred Stock and Series B Convertible Preferred Stock automatically converted into shares of Issuer's Common Stock, for no additional consideration, on a 1:1 basis at the consummation of Issuer's initial public offering.
(2)	Represents shares held directly by Adams Street 2011 Direct Fund LP ("AS 2011"). Adams Street Partners, LLC, as the managing member of the general partner of the general partner of AS 2011, may be deemed to beneficially own the shares held by AS 2011. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray, David S. Welsh and Michael R. Zappert, each of whom is a partner of Adams Street Partners, LLC (or a subsidiary thereof), may be deemed to have shared voting and investment power over the shares held by AS 2011. Adams Street Partners, LLC and Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray, David S. Welsh and Michael R. Zappert disclaim beneficial ownership of the shares held by AS 2011 except to the extent of their pecuniary interest therein.
(3)	Represents shares held directly by Adams Street 2012 Direct Fund LP ("AS 2012"). Adams Street Partners, LLC, as the managing member of the general partner of the general partner of AS 2012, may be deemed to beneficially own the shares held by AS 2012. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray, David S. Welsh and Michael R. Zappert, each of whom is a partner of Adams Street Partners, LLC (or a subsidiary thereof), may be deemed to have shared voting and investment power over the shares held by AS 2012. Adams Street Partners, LLC and Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray, David S. Welsh and Michael R. Zappert disclaim beneficial ownership of the shares held by AS 2012 except to the extent of their pecuniary interest therein.
(4)	Represents shares held directly by Adams Street 2013 Direct Fund LP ("AS 2013"). Adams Street Partners, LLC, as the managing member of the general partner of the general partner of AS 2013, may be deemed to beneficially own the shares held by AS 2013. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray, David S. Welsh and Michael R. Zappert, each of whom is a partner of Adams Street Partners, LLC (or a subsidiary thereof), may be deemed to have shared voting and investment power over the shares held by AS 2013. Adams Street Partners, LLC and Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray, David S. Welsh and Michael R. Zappert disclaim beneficial ownership of the shares held by AS 2013 except to the extent of their pecuniary interest therein.
(5)	Represents shares held directly by Adams Street 2014 Direct Fund LP ("AS 2014"). Adams Street Partners, LLC, as the managing member of the general partner of the general partner of AS 2014, may be deemed to beneficially own the shares held by AS 2014. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray, David S. Welsh and Michael R. Zappert, each of whom is a partner of Adams Street Partners, LLC (or a subsidiary thereof), may be deemed to have shared voting and investment power over the shares held by AS 2014. Adams Street Partners, LLC and Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray, David S. Welsh and Michael R. Zappert disclaim beneficial ownership of the shares held by AS 2014 except to the extent of their pecuniary interest therein.
(6)	The expiration date is not relevant to the conversion of these securities.
(7)	AS 2011, AS 2012, AS 2013 and AS 2014 purchased an aggregate of 200,000 shares of Issuer's common stock in connection with the initial public offering at the offering price of $15.00 per share.

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