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*
Thompson Peter A.

(Last) (First) (Middle)
C/O SILVERBACK THERAPEUTICS, INC.
500 FAIRVIEW AVENUE N, SUITE 600

(Street)
SEATTLE WA 98109

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
12/03/2020
3. Issuer Name and Ticker or Trading Symbol
Silverback Therapeutics, Inc. [ SBTX ]
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)
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 269,323 I By OrbiMed Private Investments VI, LP(1)(2)
Common Stock 269,323 I By OPI VI HoldCo LLC(2)(3)
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 (4) (4) Common Stock 3,462,737 (4) I See Footnotes(1)(2)
Series B Preferred Stock (4) (4) Common Stock 2,493,741 (4) I See Footnotes(1)(2)
Series C Preferred Stock (4) (4) Common Stock 1,055,287 (4) I See Footnotes(1)(2)
Explanation of Responses:
1. The securities are held of record by OrbiMed Private Investments VI, LP ("OPI VI"). OrbiMed Capital GP VI LLC ("GP VI") is the general partner to OPI VI and OrbiMed Advisors LLC ("Advisors") is the managing member of GP VI. By virtue of such relationships, GP VI and Advisors may be deemed to have voting and investment power with respect to the shares held by OPI VI and as a result may be deemed to have beneficial ownership of such shares. Advisors exercises investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho and Jonathan T. Silverstein. The Reporting Person is an employee of Advisors.
2. Each of GP VI, Advisors and the Reporting Person disclaim beneficial ownership of the securities reported herein for purposes of Rule 16(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any such entity or person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
3. These securities are held of record by OPI VI - IP HoldCo LLC ("HoldCo"). OPI VI - IP TopCo LLC ("TopCo") is the sole member of HoldCo. OrbiMed Private Investments VI - IP, LP ("OPI VI IP") is the sole member of TopCo. GP VI is the general partner of OPI VI IP. Advisors is the managing member of GP VI. By virtue of such relationships, Advisors and GP VI may be deemed to have voting and investment power over the securities held by HoldCo and as a result, may be deemed to have beneficial ownership over such securities. Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the shares held by HoldCo.
4. All outstanding shares of Preferred Stock will automatically convert into shares of Common Stock immediately upon the closing of the Issuer's initial public offering, for no additional consideration at a rate of 1 share of Common Stock for each 3.713 shares of Preferred Stock, based on the conversion price currently in effect. The Preferred Stock has no expiration date.
Remarks:
/s/ Jeffrey C. Pepe, Attorney-in-Fact 12/03/2020
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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LIMITED POWER OF ATTORNEY
FOR SECTION 16(a) FILINGS
Know all by these presents, that the undersigned hereby constitutes and appoints
each of Jeffrey C. Pepe and Jonathan Piazza, signing individually, as the
undersigned's true and lawful attorney-in fact to:
(1) Execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer, director and/or stockholder of Silverback Therapeutics, Inc. (the
"Company"), Forms 3, 4, and 5 and amendments thereto in accordance with Section
16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
and the rules thereunder;
(2) 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,
or amendment thereto and timely file such form with the United States Securities
and Exchange Commission (the "SEC") and any stock exchange or similar authority;
and
(3) Take any other action of any type whatsoever which, in the opinion of any
such attorney-in-fact, may be necessary or desirable in connection with the
foregoing authority, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Limited 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-facts 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 required,
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 Limited Power of Attorney and the rights and powers
herein granted.  The undersigned acknowledges that each of the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, is not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Exchange Act.
This Limited Power of Attorney shall remain in full force and effect until the
earlier to occur of (a) undersigned is no longer required to file Forms 3, 4 and
5 with respect to any securities issued by the Company, (b) revocation by the
undersigned in a signed writing delivered to the foregoing attorney-in-fact and
(c) as to any attorney in fact individually until such attorney-in-fact is no
longer  employed by the Company.  This Limited Power of Attorney may be filed
with the SEC as a confirming statement of the authority granted herein.
IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to
be executed as of November 24, 2020.

/s/ Peter A. Thompson