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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 SUITE 1210 (Street) CAMBRIDGE MA 02142 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/27/2018	3. Issuer Name and Ticker or Trading Symbol Gritstone Oncology, Inc. [ GRTS ]
		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 Convertible Preferred Stock	(1)	(2)	Common Stock	1,565,216	(1)	D(3)
Series B Convertible Preferred Stock	(1)	(2)	Common Stock	668,896	(1)	D(3)

1. Name and Address of Reporting Person* Clarus Lifesciences III, L.P. (Last) (First) (Middle) 101 MAIN STREET SUITE 1210 (Street) CAMBRIDGE MA 02142 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Clarus Ventures III, LLC (Last) (First) (Middle) 101 MAIN STREET SUITE 1210 (Street) CAMBRIDGE MA 02142 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Clarus Ventures III GP, L.P. (Last) (First) (Middle) C/O CLARUS VENTURES 101 MAIN STREET, SUITE 1210 (Street) CAMBRIDGE MA 02142 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The shares of the Issuer's Preferred Stock automatically convert into shares of the Issuer's Common Stock, for no additional consideration, on a 1:1 basis immediately prior to the consummation of the Issuer's initial public offering.

2. The expiration date is not relevant to the conversion of these securities.

3. Clarus Ventures III GP, L.P. ("GPLP"), as the sole GP of the Reporting Person, may be deemed to beneficially own certain shares held by the Reporting Person. The GPLP disclaims beneficial ownership of all shares held by the Reporting Person in which the GPLP does not have pecuniary interest. Clarus Ventures III, LLC ("GPLLC"), as the sole GP of the GPLP, may be deemed to beneficially own certain of the shares held by the Reporting Person. The GPLLC disclaims beneficial ownership of all shares held by the Reporting Person in which it does not have pecuniary interest. Each of Nicholas Galakatos, Dennis Henner, Robert Liptak, Nicholas Simon, Scott Requadt and Kurt Wheeler, as managing directors of the GPLLC, may be deemed to beneficially own certain shares held by the Reporting Person. Each of Messrs. Galakatos, Henner, Liptak, Simon, Requadt and Wheeler disclaims beneficial ownership of all shares held of record by the Reporting Person in which he does not have pecuniary interest.

	/s/ Robert Liptak, Attorney-in-Fact for Clarus Lifesciences III, L.P.	09/27/2018
	** 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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