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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

EHRLICH JASON
2. Issuer Name and Ticker or Trading Symbol

Kodiak Sciences Inc. [ KOD ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
See Remarks
(Last)          (First)          (Middle)

2631 HANOVER STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

7/20/2020
(Street)

PALO ALTO, CA 94304
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 7/20/2020  M  6950 A$10.29 40934 D  
Common Stock 7/20/2020  S(1)  1474 D$49.767 (2)39460 D  
Common Stock 7/20/2020  S(1)  5100 D$50.573 (3)34360 D  
Common Stock 7/20/2020  S(1)  376 D$51.19 (4)33984 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy) $10.29 7/20/2020  M     6950   (5)8/29/2028 Common Stock 6950 $0.00 386475 D  

Explanation of Responses:
(1) The sales reported in this Form 4 were effected pursuant to a 10b5-1 trading plan.
(2) The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $49.01 to $49.95, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in these footnotes.
(3) The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $50.16 to $50.90, inclusive.
(4) The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $51.18 to $51.21, inclusive.
(5) Twenty-five percent of the shares subject to the option vested on September 1, 2019 and 1/48th of the shares subject to the option vest on the same day of each month thereafter.

Remarks:
Chief Medical Officer and Chief Development Officer

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
EHRLICH JASON
2631 HANOVER STREET
PALO ALTO, CA 94304


See Remarks

Signatures
/s/ Carlton Fleming, Attorney-in-Fact for Jason Ehrlich7/22/2020
**Signature of Reporting PersonDate

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