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*
GV 2015 GP, L.L.C.

(Last) (First) (Middle)
1600 AMPHITHEATRE PARKWAY

(Street)
MOUNTAIN VIEW CA 94043

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/01/2017
3. Issuer Name and Ticker or Trading Symbol
Spero Therapeutics, Inc. [ SPRO ]
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 (1) (1) Common Stock 1,112,473(2) (1) I By GV 2015, L.P.(3)
1. Name and Address of Reporting Person*
GV 2015 GP, L.L.C.

(Last) (First) (Middle)
1600 AMPHITHEATRE PARKWAY

(Street)
MOUNTAIN VIEW CA 94043

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GV 2015, L.P.

(Last) (First) (Middle)
1600 AMPHITHEATRE PARKWAY

(Street)
MOUNTAIN VIEW CA 94043

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Alphabet Inc.

(Last) (First) (Middle)
1600 AMPHITHEATRE PARKWAY

(Street)
MOUNTAIN VIEW CA 94043

(City) (State) (Zip)
Explanation of Responses:
1. The shares of Series C preferred stock beneficially owned by the Reporting Persons are convertible into the number of shares of common stock shown in Column 3 at any time at the holder's election and automatically convert immediately prior to the closing of the Issuer's initial public offering. The shares have no expiration date.
2. Share numbers give effect to the 1-for-6.0774 reverse stock split of the Issuer's common stock effected on October 20, 2017.
3. The shares are directly held by GV 2015, L.P. GV 2015 GP, L.L.C., the general partner of GV 2015, L.P., Alphabet Holdings LLC, the sole member of GV 2015 GP, L.L.C., XXVI Holdings Inc., the managing member of Alphabet Holdings LLC, and Alphabet Inc., the sole stockholder of XXVI Holdings Inc., may each be deemed to have sole power to vote and dispose of these shares. Each of GV 2015 GP, L.L.C., Alphabet Holdings LLC, XXVI Holdings Inc. and Alphabet Inc. disclaim beneficial ownership of the shares except to the extent of any pecuniary interest therein.
Remarks:
Exhibit 24.1 - Power of Attorney
/s/ Matthew Tikonoff, Attorney-in-Fact 11/01/2017
** 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

     Know all by these present, that the undersigned hereby constitutes and
appoints each of Ankit Mahadevaia, M.D., Chief Executive Officer and President
of Spero Therapeutics, Inc. (the "Company"), Joel Sendek, Chief Financial
Officer and Treasurer of the Company, Stephen Garbacz, Vice President of Finance
and Operations and Secretary of the Company, and Matthew J. Gardella, Matthew W.
Tikonoff, Leah J. Pollema, Brain J. Shea, Anne T. Leland, Brenda L. Meyette and
Jacquelyn Cannata of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.,
signing singly, with full power of substitution, the undersigned's true and
lawful attorney-in-fact to:

     (1)    execute for and on behalf of the undersigned, forms and
            authentication documents for EDGAR Filing Access;

     (2)    do and perform any and all acts for and on behalf of the undersigned
            which may be necessary or desirable to complete and execute any such
            forms and authentication documents;

     (3)    execute for and on behalf of the undersigned, in the undersigned's
            capacity as an officer, director and/or 10% shareholder of the
            Company, Forms 3, 4 and 5 in accordance with Section 16(a) of the
            Securities Exchange Act of 1934 and the rules thereunder;

     (4)    do and perform any and all acts for and on behalf of the undersigned
            which may be necessary or desirable to complete and execute any such
            Form 3, 4 or 5 and timely file such form with the United States
            Securities and Exchange Commission and any stock exchange or similar
            authority; and

     (5)    take any other action of any type whatsoever in connection with the
            foregoing which, in the opinion of such attorney-in-fact, may be of
            benefit to, in the best interests of, or legally required by the
            undersigned, it being understood that the documents executed by such
            attorney-in-fact on behalf of the undersigned pursuant to this Power
            of Attorney shall be in such form and shall contain such terms and
            conditions as such attorney-in-fact may approve in such attorney-
            in-fact's discretion.

     The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. 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 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
foregoing attorneys-in-fact.


                            [signature page follows]


     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed this 1st day of Nov., 2017

                          /s/ Daphne M. Chang
                          ---------------------------------------------------
                          GV 2015, L.P.
                          By: GV 2015 GP, L.L.C., the general partner of GV
                          2015, L.P.
                          By: Daphne M. Chang
                          Title: Authorized Signatory


                          /s/ Daphne M. Chang
                          ---------------------------------------------------
                          GV 2015, L.L.C.
                          By: Daphne M. Chang
                          Title: Authorized Signatory


                          /s/ Thomas Hutchinson
                          ---------------------------------------------------
                          Alphabet, Inc.
                          By: Thomas Hutchinson
                          Title: Assistant Secretary