SEC FORM 4

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^*

Ostertag Eric

(Last)

(First)

(Middle)

C/O POSEIDA THERAPEUTICS, INC.

9390 TOWNE CENTRE DRIVE, STE 200

(Street)

SAN DIEGO

92121

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Poseida Therapeutics, Inc. [ PSTX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2022

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/30/2021		G	V	93,955	D	$0.00	603,467	D
Common Stock	12/30/2021		G	V	48,902	D	$0.00	580,292	I	See footnote⁽¹⁾
Common Stock	02/01/2022		A⁽²⁾		89,500	A	$0.00	692,967	D
Common Stock								3,659,503	I	See footnote⁽³⁾
Common Stock								3,358,455	I	See footnote⁽⁴⁾
Common Stock								961,445	I	See footnote⁽⁵⁾
Common Stock								160,696	I	See footnote⁽⁶⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$4.75	02/01/2022		A		118,708		⁽⁷⁾	01/31/2032	Common Stock	118,708	$0.00	118,708	D
Employee Stock Option (Right to Buy)	$5.23⁽⁸⁾	02/01/2022		A		10,792		⁽⁷⁾	01/31/2027	Common Stock	10,792	$0.00	10,792	D

Explanation of Responses:

1. The shares are held in the name of Twin Prime Investments, an entity wholly owned by the reporting person.

2. Represents shares issuable upon the vesting of restricted stock units granted pursuant to the Issuer's Equity Incentive Plan. The RSUs are scheduled to vest in two equal annual installments.

3. The shares are held in the name of the Eric Ostertag Living Trust dated March 30, 2016, of which the reporting person is the sole trustee.

4. The shares are held in the name of Titan, LLC, which is owned by the Ostertag Descendents' Trust, of which the reporting person's minor daughter is the sole beneficiary. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

5. The shares are held in the name of the Ostertag Family Trust dated March 30, 2016, of which the reporting person is a trustee.

6. The shares are held in the name of Transposagen Biopharmaceuticals, Inc., of which Dr. Ostertag is a majority stockholder.

7. 25% of the shares subject to the stock option will vest and become exercisable on the six-month anniversary of the grant date listed in column 3 above, and the remaining shares will vest in 18 equal monthly installments thereafter.

8. The exercise price of the incentive stock option is equal to 110% of the fair market value of the Issuer's common stock on the date of grant, due to the reporting person's status as the beneficial owner of 10% or more of the Issuer's common stock on the grant date.

Remarks:

	/s/ Harry J. Leonhardt, Attorney-in-Fact	02/01/2022
	** 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.

SEC Form 4: Ostertag Eric was granted 89,500 shares and gifted 142,857 shares, decreasing direct ownership by 0.64% to 692,967 units