SEC FORM 4 SEC Form 4
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*
BIRD JEFFREY W

(Last) (First) (Middle)
C/O SUTTER HILL VENTURES
755 PAGE MILL ROAD, SUITE A-200

(Street)
PALO ALTO CA 94304

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Forty Seven, Inc. [ FTSV ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/07/2020
4. 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 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 04/07/2020 D 562,500(1) D (1) 0 I By Ltd Partnership (BBV)(2)
Common Stock 04/07/2020 D 233,564(1) D (1) 0 I By Trust(3)
Common Stock 04/07/2020 D 215,375(1) D (1) 0 I By Ltd Partnership (NEST)(4)
Common Stock 04/07/2020 D 6,596(1) D (1) 0 I By LLC (SHM)(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
Stock Option (right to buy) $8.7575 04/07/2020 D 20,645 (6) 04/26/2028 Common Stock 20,645 (6) 0 D
Stock Option (right to buy) $10.81 04/07/2020 D 10,322 (7) 06/11/2029 Common Stock 10,322 (7) 0 D
Explanation of Responses:
1. Disposed of pursuant to an agreement and plan of merger by and between the Issuer, Gilead Sciences, Inc. ("Gilead") and Toro Merger Sub, Inc. ("Purchaser") (the "Merger") in exchange for $95.50 per share, net to the holder in cash, without interest and subject to any withholding of taxes, upon the terms and subject to the conditions described in the Offer to Purchase dated March 10, 2020 (together with any amendments or supplements thereto, the "Offer to Purchase") and in the accompanying Letter of Transmittal (together with any amendments or supplements thereto), which are annexed to and filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively.
2. Shares held by Bluebird Ventures I, L.P. of which the Reporting Person is the managing director of the general partner. The Reporting Person disclaims beneficial ownership in these shares except as to the Reporting Person's pecuniary interest therein.
3. Shares held by the Jeffrey W. and Christina R. Bird Trust of which the Reporting Person is a trustee. The Reporting Person disclaims beneficial ownership in these shares except as to the Reporting Person's pecuniary interest therein.
4. Shares held by NestEgg Holdings, LP of which the Reporting Person is a trustee of a trust which is the general partner. The Reporting Person disclaims beneficial ownership in these shares except as to the Reporting Person's pecuniary interest therein.
5. Shares held by SHM Investments, LLC, a limited liability company of which the Reporting Person is a member. The Reporting Person disclaims beneficial ownership in these shares except as to the Reporting Person's pecuniary interest therein.
6. This option, which provided for vesting over a three-year period as follows: 1/36th of the shares subject to the option vest in a series of 36 successive equal monthly installments beginning on the date of the closing of the Issuer's initial public offering, subject to Reporting Person's continuous service as of each such date, was accelerated and canceled in the Merger in exchange for a cash payment of $1,790,798.91, representing the difference between the market value of the common stock underlying the option on the effective date of the Merger ($95.50 per share) and the exercise price applicable to each share of common stock underlying the option, which difference is multiplied by the total number of shares of common stock subject to the option.
7. This option, which provided for vesting on the one-year anniversary of the grant date, subject to Reporting Person's continuous service on such date, was canceled in the Merger in exchange for a cash payment of $874,170.18, representing the difference between the market value of the common stock underlying the option on the effective date of the Merger ($95.50 per share) and the exercise price applicable to each share of common stock underlying the option, which difference is multiplied by the total number of shares of common stock subject to the option.
Remarks:
/s/ Robert Yin, Attorney-in-Fact for Jeffrey W. Bird 04/07/2020
** 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 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).
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POWER OF ATTORNEY


	Know all by these presents, that the undersigned hereby authorizes
David E. Sweet, Robert Yin, or Patricia Tom to execute for and on behalf of
the undersigned Forms 3, 4, and 5, and any Amendments thereto for Forty
Seven, Inc. (the "Company"), and cause such form(s) to be filed with the
United States Securities and Exchange Commission pursuant to Section 16(a)
of the Securities Act of 1934, relating to the undersigned's beneficial
ownership of securities in the Company.   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 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.
The undersigned acknowledges that the foregoing attorneys-in-fact, in serving
in such a capacity at the request of the undersigned, are not assuming, nor
is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.
	This Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file Forms 3, 4, and 5 with respect
to the undersigned's holdings of, and transactions in, securities issued by
the Company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.
	In witness whereof, the undersigned has caused this Power of Attorney
to be executed as of this 26th day of June, 2018.




                              /s/   Jeffrey W. Bird