| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
Gossamer Bio, Inc. [ GOSS ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 03/19/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | $2.88 | 03/19/2026 | D(1) | 506,250 | (2) | 01/01/2036 | Common Stock | 506,250 | (1) | 0 | D | ||||
| Stock Option (Right to Buy) | $1.13 | 03/19/2026 | D(1) | 440,000 | (2) | 03/03/2035 | Common Stock | 440,000 | (1) | 0 | D | ||||
| Stock Option (Right to Buy) | $0.97 | 03/19/2026 | D(1) | 375,000 | (2) | 01/01/2034 | Common Stock | 375,000 | (1) | 0 | D | ||||
| Stock Option (Right to Buy) | $0.838 | 03/19/2026 | D(1) | 125,000 | (2) | 11/19/2033 | Common Stock | 125,000 | (1) | 0 | D | ||||
| Stock Option (Right to Buy) | $1.21 | 03/19/2026 | D(1) | 157,500 | (2) | 03/19/2033 | Common Stock | 157,500 | (1) | 0 | D | ||||
| Stock Option (Right to Buy) | $2.16 | 03/19/2026 | D(1) | 157,500 | (2) | 12/06/2032 | Common Stock | 157,500 | (1) | 0 | D | ||||
| Stock Option (Right to Buy) | $1.36 | 03/19/2026 | D(1) | 126,667 | (2) | 01/05/2032 | Common Stock | 126,667 | (1) | 0 | D | ||||
| Stock Option (Right to Buy) | $1.36 | 03/19/2026 | D(1) | 21,167 | (2) | 04/16/2031 | Common Stock | 21,167 | (1) | 0 | D | ||||
| Stock Option (Right to Buy) | $1.36 | 03/19/2026 | D(1) | 18,834 | (2) | 02/25/2031 | Common Stock | 18,834 | (1) | 0 | D | ||||
| Stock Option (Right to Buy) | $1.36 | 03/19/2026 | D(1) | 22,784 | (2) | 02/14/2030 | Common Stock | 22,784 | (1) | 0 | D | ||||
| Stock Option (Right to Buy) | $1.36 | 03/19/2026 | D(1) | 9,167 | (2) | 12/23/2029 | Common Stock | 9,167 | (1) | 0 | D | ||||
| Stock Option (Right to Buy) | $1.36 | 03/19/2026 | D(1) | 32,334 | (2) | 03/25/2029 | Common Stock | 32,334 | (1) | 0 | D | ||||
| Stock Option (Right to Buy) | $0.45 | 03/19/2026 | A(1) | 506,250 | (2) | 01/01/2036 | Common Stock | 506,250 | (1) | 506,250 | D | ||||
| Stock Option (Right to Buy) | $0.45 | 03/19/2026 | A(1) | 440,000 | (2) | 03/03/2035 | Common Stock | 440,000 | (1) | 440,000 | D | ||||
| Stock Option (Right to Buy) | $0.45 | 03/19/2026 | A(1) | 375,000 | (2) | 01/01/2034 | Common Stock | 375,000 | (1) | 375,000 | D | ||||
| Stock Option (Right to Buy) | $0.45 | 03/19/2026 | A(1) | 125,000 | (2) | 11/19/2033 | Common Stock | 125,000 | (1) | 125,000 | D | ||||
| Stock Option (Right to Buy) | $0.45 | 03/19/2026 | A(1) | 157,500 | (2) | 03/19/2023 | Common Stock | 157,500 | (1) | 157,500 | D | ||||
| Stock Option (Right to Buy) | $0.45 | 03/19/2026 | A(1) | 157,500 | (2) | 12/06/2032 | Common Stock | 157,500 | (1) | 157,500 | D | ||||
| Stock Option (Right to Buy) | $0.45 | 03/19/2026 | A(1) | 126,667 | (2) | 01/05/2032 | Common Stock | 126,667 | (1) | 126,667 | D | ||||
| Stock Option (Right to Buy) | $0.45 | 03/19/2026 | A(1) | 21,167 | (2) | 04/16/2031 | Common Stock | 21,167 | (1) | 21,167 | D | ||||
| Stock Option (Right to Buy) | $0.45 | 03/19/2026 | A(1) | 18,834 | (2) | 02/25/2031 | Common Stock | 18,834 | (1) | 18,834 | D | ||||
| Stock Option (Right to Buy) | $0.45 | 03/19/2026 | A(1) | 22,784 | (2) | 02/14/2030 | Common Stock | 22,784 | (1) | 22,784 | D | ||||
| Stock Option (Right to Buy) | $0.45 | 03/19/2026 | A(1) | 9,167 | (2) | 12/23/2029 | Common Stock | 9,167 | (1) | 9,167 | D | ||||
| Stock Option (Right to Buy) | $0.45 | 03/19/2026 | A(1) | 32,334 | (2) | 03/25/2029 | Common Stock | 32,334 | (1) | 32,334 | D | ||||
| Explanation of Responses: |
| 1. Effective as of March 19, 2026 (the "Repricing Date"), the Issuer approved a one-time repricing of certain outstanding stock options (the "Repriced Options") granted under the Issuer's 2019 Incentive Award Plan (the "2019 Plan"), which reduced the per share exercise price of each Repriced Option to $0.45 (the "Option Repricing"). Except as modified by the Option Repricing, all other terms and conditions of the Repriced Options, including, without limitation, any provisions with respect to vesting and term of the Repriced Options, remain in full force and effect. |
| 2. This stock option award was issued pursuant to the 2019 Plan and becomes exercisable in accordance with the vesting schedule specified in the award agreement and as previously reported on applicable Form 4, subject to the Reporting Person's continued service with the Issuer as of the applicable vesting date. |
| Remarks: |
| /s/ Jeff Boerneke, Attorney-in-Fact | 03/20/2026 | |
| ** 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). | ||
| 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. | ||
| * Form 4: SEC 1474 (03-26) | ||