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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 		 
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1. Name and Address of Reporting Person*
KKR Biosimilar L.P.
(Last) (First) (Middle)
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.,
9 WEST 57TH STREET, SUITE 4200
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/06/2014 		3. Issuer Name and Ticker or Trading Symbol
Coherus BioSciences, Inc. [ CHRS ]
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 C Preferred Stock (2) (3) Common Stock 2,499,499 (2) I See Footnote(1)
1. Name and Address of Reporting Person*
KKR Biosimilar L.P.
(Last) (First) (Middle)
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.,
9 WEST 57TH STREET, SUITE 4200
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
1. Name and Address of Reporting Person*
KKR Biosimilar GP LLC
(Last) (First) (Middle)
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.,
9 WEST 57TH STREET, SUITE 4200
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
1. Name and Address of Reporting Person*
KKR Fund Holdings L.P.
(Last) (First) (Middle)
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.,
9 WEST 57TH STREET, SUITE 4200
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
1. Name and Address of Reporting Person*
KKR Fund Holdings GP Ltd
(Last) (First) (Middle)
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.,
9 WEST 57TH STREET, SUITE 4200
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
1. Name and Address of Reporting Person*
KKR Group Holdings L.P.
(Last) (First) (Middle)
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.,
9 WEST 57TH STREET, SUITE 4200
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
1. Name and Address of Reporting Person*
KKR Group Ltd
(Last) (First) (Middle)
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.,
9 WEST 57TH STREET, SUITE 4200
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
1. Name and Address of Reporting Person*
KKR & Co. L.P.
(Last) (First) (Middle)
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.,
9 WEST 57TH STREET, SUITE 4200
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
1. Name and Address of Reporting Person*
KKR Management LLC
(Last) (First) (Middle)
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.,
9 WEST 57TH STREET, SUITE 4200
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
1. Name and Address of Reporting Person*
KRAVIS HENRY R
(Last) (First) (Middle)
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.,
9 WEST 57TH STREET, SUITE 4200
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
1. Name and Address of Reporting Person*
ROBERTS GEORGE R
(Last) (First) (Middle)
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.,
9 WEST 57TH STREET, SUITE 4200
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
Explanation of Responses:
1. Securities are held by KKR Biosimilar L.P. KKR Biosimilar GP LLC is the general partner of KKR Biosimilar L.P. KKR Fund Holdings L.P. is the sole member of KKR Biosimilar GP LLC. KKR Fund Holdings GP Limited is a general partner of KKR Fund Holdings L.P. KKR Group Holdings L.P. is the sole shareholder of KKR Fund Holdings GP Limited and a general partner of KKR Fund Holdings L.P. KKR Group Limited is the general partner of KKR Group Holdings L.P. KKR & Co. L.P. is the sole shareholder of KKR Group Limited. KKR Management LLC is the general partner of KKR & Co. L.P. Messrs. Henry R. Kravis and George R. Roberts are the designated members of KKR Management LLC.
2. The Series C Preferred Stock is convertible into shares of common stock of Coherus BioSciences, Inc. (the "Issuer") on a one-for-one basis and will automatically convert into shares of common stock of the Issuer on a one-for-one basis immediately prior to the completion of Issuer's initial public offering.
3. Not applicable.
Remarks:
The Reporting Persons may be deemed to be ten percent owners of the Issuer's common stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934 (the "Exchange Act") prior to the automatic conversion of all of the outstanding preferred stock of the Issuer to occur immediately prior to the consummation of the initial public offering of the Issuer. This report shall not be deemed an admission that any such Reporting Person is subject to Section 16 of the Exchange Act. Each of the Reporting Persons (other than KKR Biosimilar L.P.) disclaims beneficial ownership of the securities reported herein except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Exchange Act, each of the Reporting Persons (other than KKR Biosimilar L.P.) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. Exhibit 24: Power of Attorney
KKR BIOSIMILAR L.P. By: KKR Biosimilar GP LLC, its general partner By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer 11/06/2014
KKR BIOSIMILAR GP LLC By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer 11/06/2014
KKR FUND HOLDINGS L.P. By: KKR Group Limited, the general partner of a general partner By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Director 11/06/2014
KKR FUND HOLDINGS GP LIMITED By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Director 11/06/2014
KKR GROUP HOLDINGS L.P. By: KKR Group Limited, its general partner By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Director 11/06/2014
KKR GROUP LIMITED By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Director 11/06/2014
KKR & CO. L.P. By: KKR Management LLC, its general partner By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer 11/06/2014
KKR MANAGEMENT LLC By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer 11/06/2014
HENRY R. KRAVIS By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact 11/06/2014
GEORGE R. ROBERTS By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact 11/06/2014
** 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.

Exhibit 24

 

POWER OF ATTORNEY

 

Know all men by these presents that Henry R. Kravis does hereby make, constitute and appoint William J. Janetschek, David J. Sorkin, Terence P. Gallagher, and Christopher B. Lee, or any one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigned’s individual capacity and as a manager or member of any limited liability company, as a partner of any partnership, as an officer of any corporate or other entity, or in the undersigned’s capacity in a position similar to the foregoing at any entity, in each case, for which the undersigned is otherwise authorized to sign), to execute and deliver such forms, schedules, statements and other documents as may be required to be filed from time to time with the Securities and Exchange Commission with respect to: (i) Sections 13(d), 13(g), 13(f), 13(h) and 16(a) of the Securities Exchange Act of 1934, as amended, including without limitation, Schedule 13D, Schedule 13G, Form 13F, Form 13H, Form 3, Form 4 and Form 5 and (ii) in connection with any applications for EDGAR access codes, including without limitation the Form ID.

 

 

/s/ Henry R. Kravis

 

Name: Henry R. Kravis

 

Date: May 28, 2014

 

POWER OF ATTORNEY

 

Know all men by these presents that George R. Roberts does hereby make, constitute and appoint William J. Janetschek, David J. Sorkin, Terence P. Gallagher, and Christopher B. Lee, or any one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigned’s individual capacity and as a manager or member of any limited liability company, as a partner of any partnership, as an officer of any corporate or other entity, or in the undersigned’s capacity in a position similar to the foregoing at any entity, in each case, for which the undersigned is otherwise authorized to sign), to execute and deliver such forms, schedules, statements and other documents as may be required to be filed from time to time with the Securities and Exchange Commission with respect to: (i) Sections 13(d), 13(g), 13(f), 13(h) and 16(a) of the Securities Exchange Act of 1934, as amended, including without limitation, Schedule 13D, Schedule 13G, Form 13F, Form 13H, Form 3, Form 4 and Form 5 and (ii) in connection with any applications

 


 

for EDGAR access codes, including without limitation the Form ID.

 

 

/s/ George R. Roberts

 

Name: George R. Roberts

 

Date: May 28, 2014

 

POWER OF ATTORNEY

 

Know all men by these presents that William J. Janetschek does hereby make, constitute and appoint David J. Sorkin, Terence P. Gallagher, and Christopher B. Lee, or any one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigned’s individual capacity and as a manager or member of any limited liability company, as a partner of any partnership, as an officer of any corporate or other entity, or in the undersigned’s capacity in a position similar to the foregoing at any entity, in each case, for which the undersigned is otherwise authorized to sign), to execute and deliver such forms, schedules, statements and other documents as may be required to be filed from time to time with the Securities and Exchange Commission with respect to: (i) Sections 13(d), 13(g), 13(f), 13(h) and 16(a) of the Securities Exchange Act of 1934, as amended, including without limitation, Schedule 13D, Schedule 13G, Form 13F, Form 13H, Form 3, Form 4 and Form 5 and (ii) in connection with any applications for EDGAR access codes, including without limitation the Form ID.

 

 

/s/ William J. Janetschek

 

Name: William J. Janetschek

 

 

Date: May 28, 2014