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
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
PERLROTH VICTOR

(Last) (First) (Middle)
2631 HANOVER STREET

(Street)
PALO ALTO CA 94304

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/03/2018
3. Issuer Name and Ticker or Trading Symbol
Kodiak Sciences Inc. [ KOD ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chairman, President and CEO
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 3,999,178 D
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 Redeemable Convertible Preferred Stock (1) (1) Common Stock 56,180 0.00 D
Series A Redeemable Convertible Preferred Stock (1) (1) Common Stock 56,180 0.00 I See footnote(2)
Stock Option (Right to Buy) (3) 06/23/2026 Common Stock 300,000 1.04 D
Stock Option (Right to Buy) (4) 04/04/2028 Common Stock 600,000 5.38 D
Explanation of Responses:
1. The Series A Redeemable Convertible Preferred Stock shall automatically convert into shares of common stock on a one to one basis upon the closing of the Issuer's initial public offering of common stock and has no expiration date.
2. Shares held by PENSCO Trust Company FBO Daniel Victor Perlroth.
3. The option is subject to an early exercise provision and is immediately exercisable. One-forty-eighth of the shares subject to the option vested on October 8, 2015, and 1/48th of the shares subject to the option vest on the same day of each month thereafter.
4. The option is subject to an early exercise provision and is immediately exercisable. One-forty-eighth of the shares subject to the option vested on April 1, 2018, and 1/48th of the shares subject to the option vest on the same day of each month thereafter.
Remarks:
Power of Attorney
Barbara A. Mery , Attorney in fact for Victor Perlroth 10/03/2018
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                                   POWER OF ATTORNEY

       The undersigned, as a Section 16 reporting person of Kodiak Sciences Inc.
(the "Company"), hereby constitutes and appoints each of the responsible
attorneys and paralegals of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, the undersigned's true and lawful attorney-in-fact to:

       1.   complete and execute Forms ID, 3,4 and 5 and other forms and all
            amendments thereto as such attorney-in-fact shall in his or her
            discretion determine to be required or advisable pursuant to Section
            16 of the Securities Exchange Act of 1934 (as amended) and the rules
            and regulations promulgated thereunder, or any successor laws and
            regulations, as a consequence of the undersigned's ownership,
            acquisition or disposition of securities of the Company; and

       2.   do all acts necessary in order to file such forms with the
            Securities and Exchange Commission, any securities exchange or
            national association, the Company and such other person or agency as
            the attorney-in-fact shall deem appropriate.

       The undersigned hereby ratifies and confirms all that said attorneys-in-
fact and agents shall do or cause to be done by virtue hereof.  The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such
 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 (as amended).

       This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms ID, 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 Company and the foregoing attorneys-in-fact.

       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of September 20, 2018.


                                      Signature:  /s/ Victor Perlroth
                                                  -----------------------
                                                  Victor Perlroth