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* Clarus Lifesciences III, L.P. (Last) (First) (Middle) 101 MAIN STREET, 12TH FLOOR (Street) CAMBRIDGE MA 02142 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/27/2018	3. Issuer Name and Ticker or Trading Symbol Forty Seven, Inc. [ FTSV ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) 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-1 Preferred Stock	(1)	(1)	Common Stock	938,489	(1)	I	See footnote(2)
Series A-2 Preferred Stock	(1)	(1)	Common Stock	755,780	(1)	I	See footnote(2)
Series B Preferred Stock	(1)	(1)	Common Stock	1,922,682	(1)	I	See footnote(2)

1. Name and Address of Reporting Person* Clarus Lifesciences III, L.P. (Last) (First) (Middle) 101 MAIN STREET, 12TH FLOOR (Street) CAMBRIDGE MA 02142 (City) (State) (Zip)

1. Name and Address of Reporting Person* Clarus Ventures III GP, L.P. (Last) (First) (Middle) 101 MAIN STREET, 12TH FLOOR (Street) CAMBRIDGE MA 02142 (City) (State) (Zip)

1. Name and Address of Reporting Person* Clarus Ventures III, LLC (Last) (First) (Middle) 101 MAIN STREET, 12TH FLOOR (Street) CAMBRIDGE MA 02142 (City) (State) (Zip)

1. Name and Address of Reporting Person* HENNER DENNIS (Last) (First) (Middle) 101 MAIN STREET, 12TH FLOOR (Street) CAMBRIDGE MA 02142 (City) (State) (Zip)

1. Name and Address of Reporting Person* GALAKATOS NICHOLAS (Last) (First) (Middle) 101 MAIN STREET, 12TH FLOOR (Street) CAMBRIDGE MA 02142 (City) (State) (Zip)

1. Name and Address of Reporting Person* LIPTAK ROBERT (Last) (First) (Middle) 101 MAIN STREET, 12TH FLOOR (Street) CAMBRIDGE MA 02142 (City) (State) (Zip)

1. Name and Address of Reporting Person* Simon Nicholas (Last) (First) (Middle) 101 MAIN STREET, 12TH FLOOR (Street) CAMBRIDGE MA 02142 (City) (State) (Zip)

1. Name and Address of Reporting Person* Requadt Scott (Last) (First) (Middle) 101 MAIN STREET, 12TH FLOOR (Street) CAMBRIDGE MA 02142 (City) (State) (Zip)

1. Name and Address of Reporting Person* WHEELER KURT (Last) (First) (Middle) 101 MAIN STREET, 12TH FLOOR (Street) CAMBRIDGE MA 02142 (City) (State) (Zip)

Explanation of Responses:

1. The Issuer's preferred stock will automatically convert into an equal number of shares of Issuer's common stock immediately upon the closing of the Issuer's initial public offering and has no expiration date.

2. Clarus Ventures III GP, LP, or GPLP, as the sole general partner of Clarus Lifesciences III, LP, or Clarus, may be deemed to beneficially own certain of the shares held by Clarus. GPLP disclaims beneficial ownership of all shares held by Clarus in which the GPLP does not have a pecuniary interest. Clarus Ventures III, LLC, or GPLLC, as the sole general partner of the GPLP, may be deemed to beneficially own certain of the shares held by Clarus. GPLLC disclaims beneficial ownership of all shares held by Clarus in which it does not have an actual pecuniary interest. Each of Dennis Henner, Nicholas Galakatos, Robert Liptak, Nicholas Simon, Scott Requadt and Kurt Wheeler, as individual managing directors of GPLLC, may be deemed to beneficially own certain of the shares held of record by Clarus. Dr. Henner and Messrs. Galakatos, Liptak, Simon, Requadt and Wheeler disclaims beneficial ownership of all shares held of record by Clarus in which they do not have an actual pecuniary interest.

Remarks:

Exhibit 24 - Power of Attorney

	Clarus Lifesciences III, L.P., by Clarus Ventures III GP, LP, its general partner, by Clarus Ventures III LLC, its general partner, /s/ Robert Liptak, Managing Director	06/27/2018
	Clarus Ventures III GP, L.P., by Clarus Ventures III LLC, its general partner, /s/ Robert Liptak, Managing Director	06/27/2018
	Clarus Ventures III LLC, /s/ Robert Liptak, Managing Director	06/27/2018
	/s/ Dennis J. Henner	06/27/2018
	/s/ Nicholas Galakatos	06/27/2018
	/s/ Robert Liptak	06/27/2018
	/s/ Nicholas Simon	06/27/2018
	/s/ Scott Requadt	06/27/2018
	/s/ Kurt Wheeler	06/27/2018
	** 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


KNOW ALL BY THESE PRESENTS, that each person whose signature appears below
hereby constitutes and appoints Robert Liptak with full power to act singly, his
true and lawful attorney-in-fact, with full power of substitution, to: (i) sign
any and all instruments, certificates and documents that may be necessary,
desirable or appropriate to be executed on behalf of himself as an individual or
in his capacity as a general partner of any partnership or limited liability
company, pursuant to Section 13 or 16 of the Securities Exchange Act of 1934, as
amended, and any and all regulations promulgated thereunder, (ii) file the same
(including any amendments thereto), with all exhibits thereto, and any other
documents in connection therewith, with the Securities and Exchange Commission,
and any stock exchange or similar authority and (iii) take any other action of
any type whatsoever in connection with the foregoing which, in the opinion of
such attorney-in-fact, may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the documents executed by
such attorney-in-fact on behalf of the undersigned pursuant to this 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-fact's discretion,
granting unto said attorney-in-fact full power and authority to do and perform
each and every act and thing necessary, desirable or appropriate.
Each of the undersigned hereby grant to the attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
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 power of attorney and the rights and powers herein
granted.
This power of attorney shall remain in full force and effect until revoked by
the undersigned in a signed writing delivered to the attorney-in-fact.
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 9th day of
February, 2017.


/s/ Nicholas Galakatos
Nicholas Galakatos


/s/ Dennis Henner
Dennis Henner


/s/ Nick Simon
Nick Simon


/s/ Scott Requadt
Scott Requadt


/s/ Kurt Wheeler
Kurt Wheeler