Kuhne v. Gossamer Bio, Inc. et al.

Case No. 3:20-cv-00649-DMS-DEB

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF CALIFORNIA

Frequently Asked Questions

  1. Why did I get the Notice?

    The Court directed that the Notice be mailed to you because you or someone in your family or an investment account for which you serve as a custodian may have purchased or otherwise acquired one or more shares of Gossamer common stock during the Class Period. The Court also directed that the Notice be posted online. The Court has directed us to disseminate these notices because, as a potential Class Member, you have a right to know about your options before the Court rules on the proposed Settlement. Additionally, you have the right to understand how this class action lawsuit may generally affect your legal rights. If the Court approves the Settlement, and the Plan of Allocation (or some other plan of allocation), the claims administrator selected by Lead Plaintiff and approved by the Court will make payments pursuant to the Settlement after any objections and appeals are resolved.

    The purpose of the Notice is to inform you of the existence of this case, that it is a class action, how you might be affected, and how to exclude yourself from the Class if you wish to do so. It is also being sent to inform you of the terms of the proposed Settlement, and of a hearing to be held by the Court to consider the fairness, reasonableness, and adequacy of the Settlement, the proposed Plan of Allocation and the motion by Class Counsel for an award of attorneys' fees and reimbursement of Litigation Expenses (the "Settlement Hearing"). See pages 14-15 of the Notice for details about the Settlement Hearing, including the date and location of the hearing.

    The issuance of the Notice is not an expression of any opinion by the Court concerning the merits of any claim in the Action, and the Court still has to decide whether to approve the Settlement. If the Court approves the Settlement and a plan of allocation, then payments to Authorized Claimants will be made after any appeals are resolved and after the completion of all claims processing. Please be patient, as this process can take some time to complete.

  2. How do I know if I am affected by the Settlement?
    Who is included in the Class?

    If you are a member of the Class, you are subject to the Settlement, unless you timely request to be excluded. The Class consists of:

    All Persons who purchased Gossamer common stock between February 8, 2019, and December 13, 2019, inclusive (the "Class Period"), and/or who acquired Gossamer shares pursuant or traceable to Gossamer's Registration Statement and Prospectus in connection with the IPO.

    Excluded from the Class are Defendants and their families, the officers, directors, and affiliates, and their legal representatives, heirs, successors or assigns, and any entity in which Defendants have or had a controlling interest. The foregoing exclusion shall not cover Investment Vehicles. Also excluded from the Class are the Persons who timely and validly seek exclusion from the Class or whose request for exclusion is accepted by the Court. See "What if I do not want to be a member of the Class? How do I exclude myself?" on page 14 of the Notice.

    PLEASE NOTE: RECEIPT OF THE NOTICE DOES NOT MEAN THAT YOU ARE A CLASS MEMBER OR THAT YOU WILL BE ENTITLED TO RECEIVE PROCEEDS FROM THE SETTLEMENT.

    If you are a Class Member and you wish to be eligible to participate in the distribution of proceeds from the Settlement, you are required to submit a Claim Form, postmarked no later than July 7, 2022.

  3. What are Lead Plaintiff's reasons for the Settlement?

    Lead Plaintiff and Lead Counsel believe that the claims asserted against Defendants have merit. They recognize, however, the expense and length of continued proceedings necessary to pursue their claims against Defendants through trial and appeals, as well as the very substantial risks they would face in establishing liability and damages. Among other things, Plaintiffs faced the risk that they would fail to certify a class in whole or in part, that Defendants would succeed in reducing the total amount of damages available to the Class, or would succeed in having the case dismissed in whole or in part at summary judgment or at trial.

    Defendants have denied the claims asserted against them in the Action and deny having engaged in any wrongdoing or violation of law of any kind whatsoever. Defendants have agreed to the Settlement solely to eliminate the burden and expense of continued litigation. Accordingly, the Settlement may not be construed as an admission of any wrongdoing by Defendants.

  4. What might happen if there were no Settlement?

    If there were no Settlement and Lead Plaintiff failed to establish any essential legal or factual element of his claims against Defendants, neither Lead Plaintiff nor the other members of the Class would recover anything from Defendants. Also, if Defendants were successful in proving any of their defenses, either at summary judgment, at trial, or on appeal, the Class could recover substantially less than the amount provided in the Settlement, or nothing at all.

  5. How are Class Members affected by the Action and the Settlement?

    As a Class Member, you are represented by Lead Plaintiff and Lead Counsel, unless you enter an appearance through counsel of your own choice at your own expense. You are not required to retain your own counsel, but if you choose to do so, such counsel must file a notice of appearance on your behalf and must serve copies of his or her appearance on the attorneys listed in the section entitled, "When and where will the Court decide whether to approve the settlement?" on pages 14-15 of the Notice.

    If you are a Class Member and do not wish to remain a Class Member, you may exclude yourself from the Class by following the instructions in the section entitled, "What if I do not want to be a member of the Class? How do I exclude myself?" on page 14 the Notice.

    If you are a Class Member and you wish to object to the Settlement, the Plan of Allocation, or Lead Counsel's application for attorneys' fees and reimbursement of Litigation Expenses, and if you do not exclude yourself from the Class, you may present your objections by following the instructions in the section entitled, "When and where will the Court decide whether to approve the Settlement?" on pages 14-15 of the Notice.

    If you are a Class Member and you do not exclude yourself from the Class, you will be bound by any orders issued by the Court. If the Settlement is approved, the Court will enter a judgment (the "Judgment"). The Judgment will dismiss with prejudice the claims against Defendants and will provide that, upon the Effective Date of the Settlement, Lead Plaintiff and each of the other Class Members, on behalf of themselves, and their respective heirs, executors, administrators, predecessors, successors, and assigns in their capacities as such, shall be deemed to have, and by operation of law and of the judgment shall have, fully, finally and forever compromised, settled, released, resolved, relinquished, waived and discharged each and every Released Claim (as defined below) against the Defendants and the other Released Defendants Parties (as defined below), and shall forever be barred and enjoined from prosecuting any or all of the Released Claims against any of the Released Defendant Parties.

    "Released Claims" means any and all claims and causes of action of every nature and description whatsoever, including Unknown Claims (defined below), whether arising under federal, state, local, common, statutory, administrative, or foreign law, or any other law, rule, or regulation, at law or in equity, whether fixed or contingent, whether foreseen or unforeseen, whether accrued or unaccrued, whether liquidated or unliquidated, whether matured or unmatured, whether direct, representative, class, or individual in nature, that either were or could have been asserted in this Litigation, which arise out of, are based upon, or are related in any way to both: (i) the purchase or acquisition, or sale of Gossamer securities; and (ii) the allegations, transactions, facts, matters, or occurrences, representations or omissions involved, set forth, or referred to, or which could have been alleged, in the initial complaint dated April 3, 2020 and/or any amendments thereto.

    "Released Defendant Parties" means (i) Defendants; and (ii) each of their respective family members, and their respective general partners, limited partners, principals, joint venturers, members, officers, directors, managers, managing directors, supervisors, employees, contractors, consultants, auditors, accountants, financial advisors, professional advisors, investment bankers, underwriters, representatives, insurers, trustees, trustors, agents, attorneys, professionals, predecessors, successors, assigns, heirs, executors, administrators, and any controlling person thereof in their capacities as such.

    "Unknown Claims" means any Released Claims or Released Defendant Claims that Defendants, Lead Plaintiff, or any other Class Member does not know or suspect to exist in such party's favor at the time of the release, which, if known by such party, might have affected such party's decision to settle or release claims. Upon the Effective Date of the Settlement, Defendants, Lead Plaintiff and the Class shall expressly waive, and be deemed to have waived, to the fullest extent permitted by law, the provisions, rights, and benefits of California Civil Code § 1542, which provides:

    A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or release party.

    Lead Plaintiff and Defendants acknowledge, and each of the other Class Members and each of the other Released Defendant Parties shall be deemed by operation of law to have acknowledged, that the foregoing waiver was separately bargained for and a key element of the Settlement.

    The Judgment will also provide that, upon the Effective Date of the Settlement, Defendants, on behalf of themselves, and their respective heirs, executors, administrators, predecessors, successors, and assigns in their capacities as such, shall be deemed to have, and by operation of law and of the judgment shall have, fully, finally and forever compromised, settled, released, resolved, relinquished, waived and discharged each and every Released Defendant Claims (as defined below) against Lead Plaintiff and the other Release Plaintiff Parties (as defined below), and shall forever be barred and enjoined from prosecuting any or all of the Released Defendant Claims against any of the Released Plaintiff Parties. This release shall not apply to any person or entity who or which timely and validly seeks exclusion from the Class or whose request for exclusion is accepted by the Court.

    "Released Defendant Claims" means upon the Effective Date, Defendants will release as against Released Plaintiff Parties, all claims and causes of action of every nature and description, whether known or Unknown Claims, whether arising under federal, state, local, common, statutory, administrative, or foreign law, or any other law, rule, or regulation, at law or in equity, whether fixed or contingent, whether foreseen or unforeseen, whether accrued or unaccrued, whether liquidated or unliquidated, whether matured or unmatured, whether direct, representative, class, or individual in nature that arise out of or relate in any way to the institution, prosecution, or settlement of the claims against Defendants. Released Defendant Claims shall not include any claims relating to the enforcement of the Settlement.

    "Released Plaintiff Parties" means: (i) Lead Plaintiff and other Class Members; and (ii) each of their respective family members, and their respective general partners, limited partners, principals, shareholders, joint venturers, members, officers, directors, managers, managing directors, supervisors, employees, contractors, consultants, auditors, accountants, financial advisors, professional advisors, investment bankers, representatives, insurers, trustees, trustors, agents, attorneys, including Lead Counsel, professionals, predecessors, successors, assigns, heirs, executors, administrators, and any controlling person thereof, in their capacities as such.

  6. How do I participate in the Settlement? What do I need to do?

    To be eligible for a payment from the proceeds of the Settlement, you must be a member of the Class and you must timely complete and return the Claim Form with adequate supporting documentation postmarked no later than July 7, 2022. A Claim Form is available for download HERE, or you may request that a Claim Form be mailed to you by calling the Claims Administrator toll free at 1-833-554-0994. Please retain all records of your ownership and transactions in Gossamer common stock, as they may be needed to document your Claim. If you request exclusion from the Class or do not submit a timely and valid Claim Form, you will not be eligible to share in the Net Settlement Fund.

  7. How much will my payment be?

    To be eligible for a payment from the proceeds of the Settlement, you must be a member of the Class and you must timely complete and return the Claim Form with adequate supporting documentation postmarked no later than July 7, 2022. A Claim Form is available for download Here, or you may request that a Claim Form be mailed to you by calling the Claims Administrator toll free at 1-833-554-0994. Please retain all records of your ownership and transactions in Gossamer common stock, as they may be needed to document your Claim. If you request exclusion from the Class or do not submit a timely and valid Claim Form, you will not be eligible to share in the Net Settlement Fund.

    At this time, it is not possible to make any determinations as to how much any individual Class Member may receive from the Settlement.

    Pursuant to the Settlement, Defendants have agreed to pay or cause to be paid $2,375,000 in cash. The Settlement Amount will be deposited into an escrow account. The Settlement Amount plus any interest earned thereon is referred to as the "Settlement Fund." If the Settlement is approved by the Court and the Effective Date occurs, the "Net Settlement Fund" (that is, the Settlement Fund less: (i) the amount of the Fee and Expense Award and any award to Lead Plaintiff as allowed under the PSLRA, if and to the extent allowed by the Court; (ii) Notice and Administration Expenses; (iii) Taxes and Tax Expenses; and (iv) any other fees or expenses approved by the Court) will be distributed to Class Members who submit valid Claim Forms, in accordance with the proposed Plan of Allocation or such other plan of allocation as the Court may approve.

    The Net Settlement Fund will not be distributed unless and until the Court has approved the Settlement and a plan of allocation, and the time for any petition for rehearing, appeal or review, whether by certiorari or otherwise, has expired.

    Neither Defendants nor any other person or entity that paid any portion of the Settlement Amount on their behalf are entitled to receive back any portion of the Settlement Fund once the Court's order or judgment approving the Settlement becomes Final. Defendants shall not have any liability, obligation or responsibility for the administration of the Settlement, the disbursement of the Net Settlement Fund or the plan of allocation.

    Approval of the Settlement is independent from approval of a plan of allocation. Any determination with respect to a plan of allocation will not affect the Settlement, if approved.

    Unless the Court otherwise orders, any Class Member who fails to submit a Claim Form postmarked on or before July 7, 2022, shall be forever barred from receiving any distribution from the Net Settlement Fund or payment pursuant to the Stipulation, but shall in all other respects be bound by all of the terms of the Stipulation and the Settlement, including the terms of any Judgment entered and the Releases given. This means that each Class Member releases the Released Claims (as defined on pages 6-7 above) against the Released Defendant Parties (as defined on page 7 above) and will be enjoined and prohibited from filing, prosecuting, or pursuing any of the Released Claims against any of the Released Defendant Parties whether or not such Class Member submits a Claim Form.

    The Court has reserved jurisdiction to allow, disallow, or adjust on equitable grounds the Claim of any Class Member.

    Each Claimant shall be deemed to have submitted to the jurisdiction of the Court with respect to his, her or its Claim Form.

    Only Class Members, i.e., Persons who purchased or otherwise acquired Gossamer common stock during the Class Period and were damaged as a result of such purchases or acquisitions will be eligible to share in the distribution of the Net Settlement Fund. Persons that are excluded from the Class by definition or that exclude themselves from the Class pursuant to request will not be eligible to receive a distribution from the Net Settlement Fund and should not submit Claim Forms. The only securities that are included in the Settlement are shares of Gossamer common stock.

    PROPOSED PLAN OF ALLOCATION

    1. The objective of the Plan of Allocation is to equitably distribute the Net Settlement proceeds to those Settlement Class Members who suffered economic losses as a proximate result of the alleged wrongdoing, as opposed to economic losses caused by market or industry factors or other company actions not related to the alleged wrongdoing, taking into consideration the strength of the claims.
    2. The calculations made pursuant to the Plan of Allocation are not intended to be estimates of, nor indicative of, the amounts that Settlement Class Members might have been able to recover after a trial. Nor are the calculations pursuant to the Plan of Allocation intended to be estimates of the amounts that will be paid to Authorized Claimants pursuant to the Settlement. The computations under the Plan of Allocation are only a method to weigh the claims of Authorized Claimants against one another for the purposes of making pro rata allocations of the Net Settlement Fund.
    3. All purchases of Gossamer Bio common stock during the Class Period are potentially eligible for compensation based on claims asserted under Sections 10(b) of the Exchange Act. In addition, purchases of Gossamer Bio common stock made in the February 8, 2019 IPO through the IPO lock-up period ending August 6, 2019, inclusive, are also eligible for compensation based on claims asserted under Section 11 of the Securities Act.
    4. The entire Net Settlement Fund shall be distributed to members of the Settlement Class, other than the portion of the Net Settlement Fund that cannot be distributed because of prohibitive administrative costs, which remainder shall be donated to a non-sectarian, non-profit organization.

      5. Exchange Act Claims

    5. For losses to be compensable damages under Section 10(b) of the Exchange Act, the disclosure of the allegedly misrepresented information must be, among other things, the cause of the decline in the price or value of the security. In this case, Lead Plaintiff alleged that Defendant made false statements and omitted material facts during the Class Period which had the effect of artificially inflating the prices of Gossamer Bio common stock. Lead Plaintiff further alleged that corrective information was released to the market on December 16, 2019, which removed the artificial inflation from the price of Gossamer Bio common stock on that day.
    6. Exchange Act Loss Amounts for transactions in Gossamer Bio common stock are calculated under the Plan of Allocation based primarily on the difference in the amount of alleged artificial inflation in the prices of Gossamer Bio common stock at the time of purchase or acquisition and at the time of sale, or the difference between the actual purchase/acquisition price and sale price. Accordingly, in order to have an Exchange Act Loss Amount under the Plan of Allocation, a claimant who purchased or otherwise acquired Gossamer Bio common stock prior to the corrective disclosure, which occurred before the opening of trading on December 16, 2019, must have held the Gossamer Bio common stock through at least the opening of trading on that day.
    7. The Exchange Act Loss Amounts calculated are subject to a significant discount to reflect the fact that the Exchange Act claims were not pressed in the court, as discussed further below in ¶ 12 and fn. 2.

      8. Securities Act Claims

    8. Securities Act claims were asserted with respect to shares of Gossamer Bio common stock purchased or otherwise acquired during the Class Period pursuant or traceable to the IPO, which includes all shares purchased or acquired in the IPO on February 8, 2019, through the 180-day lock-up period ending August 6, 2019. These purchased shares are potentially eligible for recovery under the Securities Act.
    9. The statutory formula for the calculation of damages under Section 11 of the Securities Act serves as the basis for the calculation of the Securities Act Loss Amounts under the Plan of Allocation. The formulas stated below in ¶ 14 and ¶ 15, which were developed by Lead Plaintiff's damages expert, generally track that statutory formula. For purposes of the statutory calculations, April 3, 2020, the date of filing of the initial complaint in the Action, is considered to be the "date of suit," and February 1, 2022, the date that the Stipulation was executed, is considered to be the "date of judgment."

      10. CALCULATION OF RECOGNIZED LOSS AMOUNTS

    10. A "Recognized Loss Amount" will be calculated as set forth below for each publicly traded share of Gossamer Bio common stock purchased or otherwise acquired from February 8, 2019, through December 13, 2019, inclusive, that is listed in the Claim Form and for which adequate documentation is provided.
    11. The Recognized Loss Amount for each purchase or acquisition of publicly traded Gossamer Bio common stock during the Class Period is the greater of (a) the Adjusted Exchange Act Loss Amount calculated under paragraphs 12 and 13 below, or (b) the Securities Act Loss Amount calculated under paragraph 14 or 15 below, if any.

      12. Adjusted Exchange Act Loss Amount

    12. For each share of publicly traded Gossamer Bio common stock purchased from February 8, 2019 through December 13, 2019, inclusive, and:
      1. sold prior to the opening of trading on December 16, 2019, the Exchange Act Loss Amount is $0;
      2. sold from December 16, 2019 through the close of trading on March 13, 2020, the Exchange Act Loss Amount is the least of: (i) $9.77, the amount of the alleged artificial inflation per share removed from the Gossamer Bio stock share price; (ii) the purchase price minus the sale price; or (iii) the purchase price minus the average closing price between December 16, 2019 and the date of sale as stated in Table A;
      3. held as of the close of trading on March 13, 2020, the Exchange Act Loss Amount is the least of:: (i) $9.77, the alleged artificial inflation per share on the date of purchase; or (ii) the purchase price per share minus $14.23.2
    13. For every Exchange Act Loss Amount calculated in paragraph 12, an Adjusted Exchange Act Loss Amount shall be calculated, which will be 10% of the Exchange Act Loss Amount. In other words, for each purchase of Gossamer Bio common stock, the Adjusted Exchange Act Loss Amount will be the Exchange Act Loss Amount times 0.10. 3

      14. Securities Act Loss Amounts

    14. For each share of Gossamer Bio common stock purchased between February 8, 2019, and August 6, 2019, inclusive, and:
      1. sold before the close of trading on April 3, 2020, the Securities Act Loss Amount is the purchase price per share (not to exceed $16.00) minus the sale price per share;
      2. sold after the close of trading on April 3, 2020, but before the close of trading on February 1, 2022, the Securities Act Loss Amount is the purchase price per share (not to exceed $16.00) minus the greater of: (i) the sale price per share or (ii) $10.19 (the closing price of Gossamer Bio common stock on April 3, 2020, the date the lawsuit was filed);
      3. held as of the close of trading on February 1, 2022, the Securities Act Loss Amount is the purchase price per share (not to exceed $16.00) minus $10.19.
    15. As noted above, for each purchase of publicly traded Gossamer Bio common stock during the Class Period, a Recognized Loss Amount will be calculated which is the greater of: the Adjusted Exchange Act Loss Amount or the Securities Act Loss Amount, if any. If a Recognized Loss Amount calculates to a negative number, the Recognized Loss Amount for that transaction will be zero.

      16. ADDITIONAL PROVISIONS

    16. A Claimant's "Recognized Claim" under the Plan of Allocation shall be the sum of his, her or its Recognized Loss Amounts.
    17. The Net Settlement Fund will be allocated among all Authorized Claimants whose Distribution Amount (defined in ¶ 22 below) is $10.00 or greater.
    18. If a Class Member has more than one purchase/acquisition or sale of Gossamer Bio common stock during the Class Period, all purchases/acquisitions and sales shall be matched on a First In, First Out ("FIFO") basis. Class Period sales will be matched first against any holdings of Gossamer Bio common stock at the beginning of the Class Period, and then against purchases/acquisitions of Gossamer Bio common stock, in chronological order, beginning with the earliest purchase/acquisition made during the Class Period.
    19. Purchases/acquisitions and sales of Gossamer Bio common stock shall be deemed to have occurred on the "contract" or "trade" date as opposed to the "settlement" or "payment" date. The receipt or grant by gift, inheritance or operation of law of Gossamer Bio common stock during the Class Period, shall not be deemed a purchase, acquisition, or sale of the Gossamer Bio common stock for the calculation of an Authorized Claimant's Recognized Claim, nor shall the receipt or grant be deemed an assignment of any claim relating to the purchase/acquisition of such Gossamer Bio common stock unless (i) the donor or decedent purchased or otherwise acquired such Gossamer Bio common stock during the Class Period; (ii) no Claim Form was submitted by or on behalf of the donor, on behalf of the decedent, or by anyone else with respect to such Gossamer Bio common stock; and (iii) it is specifically so provided in the instrument of gift or assignment.
    20. The date of covering a "short sale" is deemed to be the date of purchase or acquisition of the Gossamer Bio common stock. The date of a "short sale" is deemed to be the date of sale of the Gossamer Bio common stock. In accordance with the Plan of Allocation, however, the Recognized Loss Amount on "short sales" is zero. In the event that a Claimant has an opening short position in Gossamer Bio common stock, the earliest purchases or acquisitions during the Class Period shall be matched against such opening short position and not be entitled to a recovery until that short position is fully covered.
    21. Gossamer Bio publicly traded common stock is the only security eligible for recovery under the Plan of Allocation. Option contracts are not securities eligible to participate in the Settlement. With respect to Gossamer Bio common stock purchased or sold through the exercise of an option, the purchase/sale date of the Gossamer Bio common stock is the exercise date of the option and the purchase/sale price is the exercise price of the option.
    22. The Net Settlement Fund will be distributed to Authorized Claimants on a pro rata basis based on the relative size of their Recognized Claims. Specifically, a "Distribution Amount" will be calculated for each Authorized Claimant, which will be the Authorized Claimant's Recognized Claim divided by the total Recognized Claims of all Authorized Claimants, multiplied by the total amount in the Net Settlement Fund. If any Authorized Claimant's Distribution Amount calculates to less than $10.00, it will not be included in the calculation and no distribution will be made to that Authorized Claimant.
    23. After the initial distribution of the Net Settlement Fund, the Claims Administrator will make reasonable and diligent efforts to have Authorized Claimants cash their distribution checks. To the extent any monies remain in the Net Settlement Fund by reason of uncashed checks, or otherwise, nine (9) months after the initial distribution, if Class Counsel, in consultation with the Claims Administrator, determine that it is cost-effective to do so, the Claims Administrator will conduct a re-distribution of the funds remaining after payment of any unpaid fees and expenses incurred in administering the Settlement, including for such re-distribution, to Authorized Claimants who have cashed their initial distributions and who would receive at least $10.00 from such re-distribution. Additional re-distributions may occur thereafter if Class Counsel, in consultation with the Claims Administrator, determine that additional re-distributions, after deduction of any additional fees and expenses incurred in administering the Settlement, including for such re-distributions, would be cost-effective. At such time as it is determined that the re-distribution of funds remaining in the Net Settlement Fund is not cost-effective, the remaining balance shall be contributed to non-sectarian, not-for-profit organization(s), to be recommended by Class Counsel and approved by the Court.
    24. Payment pursuant to the Plan of Allocation, or such other plan of allocation as may be approved by the Court, shall be conclusive against all Authorized Claimants. No person shall have any claim against Class Representatives, Plaintiff's Counsel, Class Representatives' damages expert, Defendants, Defendants' Counsel, any of the other Plaintiff's Releasees or Defendants' Releasees, or the Claims Administrator or other agent designated by Class Counsel arising from distributions made substantially in accordance with the Stipulation, the Plan of Allocation approved by the Court, or further orders of the Court. Class Representatives, Defendants and their respective counsel, and all other Defendants' Releasees, shall have no responsibility or liability whatsoever for the investment or distribution of the Settlement Fund or the Net Settlement Fund, the Plan of Allocation, or the determination, administration, calculation, or payment of any Claim Form or nonperformance of the Claims Administrator, the payment or withholding of taxes owed by the Settlement Fund, or any losses incurred in connection therewith.
    25. The Plan of Allocation set forth herein is the plan that is being proposed to the Court for its approval by Lead Plaintiff after consultation with their damages expert. The Court may approve this plan as proposed or it may modify the Plan of Allocation without further notice to the Settlement Class.

      Any Orders regarding any modification of the Plan of Allocation will be posted on the Settlement website.

      TABLE A
      Gossamer Bio Common Stock Closing Price and Average Closing Price
      December 16, 2019 – March 13, 20204

      Sale Date Closing Price Average Closing Price Between December 16, 2019 and Date Shown
      12/16/2019 $15.96 $15.96
      12/17/2019 $15.25 $15.61
      12/18/2019 $15.64 $15.62
      12/19/2019 $14.96 $15.45
      12/20/2019 $15.88 $15.54
      12/23/2019 $16.40 $15.68
      12/24/2019 $16.56 $15.81
      12/26/2019 $16.24 $15.86
      12/27/2019 $15.59 $15.83
      12/30/2019 $15.35 $15.78
      12/31/2019 $15.63 $15.77
      1/2/2020 $15.40 $15.74
      1/3/2020 $15.37 $15.71
      1/6/2020 $15.10 $15.67
      1/7/2020 $14.68 $15.60
      1/8/2020 $14.34 $15.52
      1/9/2020 $14.20 $15.44
      1/10/2020 $14.13 $15.37
      1/13/2020 $13.98 $15.30
      1/14/2020 $14.67 $15.27
      1/15/2020 $15.04 $15.26
      1/16/2020 $15.00 $15.24
      1/17/2020 $14.34 $15.20
      1/21/2020 $13.97 $15.15
      1/22/2020 $13.46 $15.09
      1/23/2020 $13.37 $15.02
      1/24/2020 $13.33 $14.96
      1/27/2020 $13.89 $14.92
      1/28/2020 $13.93 $14.88
      1/29/2020 $13.68 $14.84
      1/30/2020 $13.53 $14.80
      1/31/2020 $13.28 $14.75
      2/3/2020 $13.64 $14.72
      2/4/2020 $13.84 $14.70
      2/5/2020 $14.67 $14.69
      2/6/2020 $14.62 $14.69
      2/7/2020 $14.80 $14.70
      2/10/2020 $15.14 $14.71
      2/11/2020 $15.03 $14.72
      2/12/2020 $15.21 $14.73
      2/13/2020 $15.48 $14.75
      2/14/2020 $14.55 $14.74
      2/18/2020 $14.77 $14.74
      2/19/2020 $14.84 $14.74
      2/20/2020 $14.70 $14.74
      2/21/2020 $14.99 $14.75
      2/24/2020 $14.02 $14.73
      2/25/2020 $13.87 $14.72
      2/26/2020 $13.93 $14.70
      2/27/2020 $13.04 $14.67
      2/28/2020 $13.13 $14.64
      3/2/2020 $13.81 $14.62
      3/3/2020 $13.54 $14.60
      3/4/2020 $14.09 $14.59
      3/5/2020 $13.56 $14.57
      3/6/2020 $12.69 $14.54
      3/9/2020 $11.01 $14.48
      3/10/2020 $11.50 $14.42
      3/11/2020 $10.59 $14.36
      3/12/2020 $10.17 $14.29
      3/13/2020 $10.73 $14.23

  8. What payment are the attorneys for the Class seeking? How will the lawyers be paid?

    Lead Counsel has not received any payment for their services in pursuing claims against the Defendants on behalf of the Class, nor has Lead Counsel been reimbursed for its out-of-pocket expenses. Before final approval of the Settlement, Lead Counsel will apply to the Court for an award of attorneys' fees for in an amount not to exceed 30% of the Settlement Fund. At the same time, Lead Counsel also intends to apply for reimbursement of Litigation Expenses in an amount not to exceed $60,000, which may include an application for reimbursement of the reasonable costs and expenses incurred by Lead Plaintiff directly related to his representation of the Class. The Court will determine the amount of any award of attorneys' fees or reimbursement of Litigation Expenses. Such sums as may be approved by the Court will be paid from the Settlement Fund. Class Members are not personally liable for any such fees or expenses.

  9. What if I do not want to be a member of the Class? How do I exclude myself?

    Each Class Member will be bound by all determinations and judgments in this lawsuit, whether favorable or unfavorable, unless such person or entity mails or delivers a written Request for Exclusion from the Settlement Class, addressed to Gossamer Bio Securities Litigation, ATTN: EXCLUSIONS, P.O. Box 58220, Philadelphia, PA 19102. The exclusion request must be received no later than June 3, 2022. You will not be able to exclude yourself from the Class after that date. Each Request for Exclusion must: (a) state the name, address and telephone number of the Person requesting exclusion, and in the case of entities the name and telephone number of the appropriate contact person; (b) state that such Person "requests exclusion from the Settlement Class in Kuhne v. Gossamer Bio, Inc. et al., Case No. 3:20-cv-00649-DMS-DEB"; (c) identify and state the number of shares of Gossamer common stock that the person or entity requesting exclusion purchased/acquired and/or sold during the Class Period (i.e., between February 8, 2019 and December 13, 2019, inclusive), as well as the dates and prices of each such purchase/acquisition and sale; and (d) be signed by the person or entity requesting exclusion or an authorized representative. A Request for Exclusion shall not be valid and effective unless it provides all the information called for in this paragraph and is received within the time stated above, or is otherwise accepted by the Court. You may not exclude yourself by telephone or by email.

    If you do not want to be part of the Class, you must follow these instructions for exclusion even if you have pending, or later file, another lawsuit, arbitration, or other proceeding relating to any Released Claim against any of the Released Defendant Parties.

    If you ask to be excluded from the Class, you will not be eligible to receive any payment out of the Net Settlement Fund.

  10. When and where will the Court decide whether to approve the settlement? Do I have to come to the hearing? May I speak at the hearing if I don't like the Settlement?

    Class Members do not need to attend the Settlement Hearing. The Court will consider any submission made in accordance with the provisions below even if a Class Member does not attend the hearing. You can participate in the Settlement without attending the Settlement Hearing.

    The Settlement Hearing will be held on September 30, 2022 at 1:30 p.m., before the Honorable Dana M. Sabraw at the United States District Court for the Southern District of California, 333 West Broadway, San Diego, CA 92101, Courtroom 13-A. The Court reserves the right to approve the Settlement, the Plan of Allocation, Lead Counsel's motion for an award of attorneys' fees and reimbursement of Litigation Expenses and/or any other matter related to the Settlement at or after the Settlement Hearing without further notice to the members of the Class.

    Any Class Member who or which does not request exclusion may object to the Settlement, the proposed Plan of Allocation or Lead Counsel's motion for an award of attorneys' fees and reimbursement of Litigation Expenses. Objections must be in writing. You must file any written objection, together with copies of all other papers and briefs supporting the objection, with the Clerk's Office at the United States District Court for the Southern District of California at the address set forth below on or before June 3, 2022. You must also serve the papers on Lead Counsel and on Defendants' Counsel at the addresses set forth below so that the papers are received on or before June 3, 2021.

    Clerk's Office Lead Counsel Defendants' Counsel
    United States District Court
    Southern District of California
    Clerk of the Court
    333 West BroadwaySan Diego, CA 92101    		 Block & Leviton LLP
    Jacob A. Walker
    260 Franklin Street, Suite 1860
    Boston, MA 02110    		 Latham & Watkins LLP
    Colleen C. Smith
    12670 High Bluff Drive
    San Diego, CA 92130

    Any objection: (a) must state the name, address and telephone number of the Person objecting and must be signed by the objector; (b) must contain a statement of the Class Member's objection or objections, and the specific reasons for each objection, including any legal and evidentiary support the Class Member wishes to bring to the Court's attention; and (c) must include documents sufficient to prove membership in the Class, including the number of shares of Gossamer common stock that the objecting Class Member purchased/acquired and/or sold during the Class Period (i.e., between February 8, 2019 and December 13, 2019, inclusive), as well as the dates and prices of each such purchase/acquisition and sale. You may not object to the Settlement, the Plan of Allocation or Lead Counsel's motion for attorneys' fees and reimbursement of Litigation Expenses if you exclude yourself from the Class or if you are not a member of the Class.

    You may file a written objection without having to appear at the Settlement Hearing. You may not, however, appear at the Settlement Hearing to present your objection unless you first file and serve a written objection in accordance with the procedures described above, unless the Court orders otherwise.

    If you wish to be heard orally at the hearing in opposition to the approval of the Settlement, the Plan of Allocation or Lead Counsel's motion for an award of attorneys' fees and reimbursement of Litigation Expenses, and if you timely file and serve a written objection as described above, you must also file a notice of appearance with the Clerk's Office and serve it on Lead Counsel and Defendants' Counsel at the addresses set forth above so that it is received on or before June 3, 2022. Persons who intend to object and desire to present evidence at the Settlement Hearing must include in their written objection or notice of appearance the identity of any witnesses they may call to testify and exhibits they intend to introduce into evidence at the hearing. Such persons may be heard orally at the discretion of the Court.

    You are not required to hire an attorney to represent you in making written objections or in appearing at the Settlement Hearing. However, if you decide to hire an attorney, it will be at your own expense, and that attorney must file a notice of appearance with the Court and serve it on Lead Counsel and Defendants' Counsel at the addresses set forth above so that the notice is received on or before June 3, 2022.

    The Settlement Hearing may be adjourned by the Court without further written notice to the Class. If you intend to attend the Settlement Hearing, you should confirm the date and time with Lead Counsel.

    Unless the Court orders otherwise, any Class Member who does not object in the manner described above will be deemed to have waived any objection and shall be forever foreclosed from making any objection to the proposed Settlement, the proposed Plan of Allocation or Lead Counsel's motion for an award of attorneys' fees and reimbursement of Litigation Expenses. Class Members do not need to appear at the Settlement Hearing or take any other action to indicate their approval.

  11. What if I bought shares on someone else's behalf?

    If you purchased or otherwise acquired any Gossamer common stock between February 8, 2019 and December 13, 2019, inclusive, for the beneficial interest of persons or organizations other than yourself, you must either: (a) within seven (7) calendar days of receipt of the Notice, request from the Claims Administrator sufficient copies of the Notice to forward to all such beneficial owners and within seven (7) calendar days of receipt of those Notices forward them to all such beneficial owners; or (b) within seven (7) calendar days of receipt of the Postcard Notice, provide a list of the names and addresses of all such beneficial owners to Gossamer Bio Securities Litigation, c/o/ Claims Administrator, 1650 Arch Street, suite 2210, Philadelphia, PA 19103. If you choose the second option, the Claims Administrator will send a copy of the Notice to the beneficial owners. Upon full compliance with these directions, such nominees may seek reimbursement of their reasonable expenses actually incurred, by providing the Claims Administrator with proper documentation supporting the expenses for which reimbursement is sought. Any dispute concerning the reasonableness of reimbursement costs shall be resolved by the Court. Copies of the Notice and the Claim Form may be obtained from the website maintained by the Claims Administrator, or by calling the Claims Administrator toll-free at 1-833-554-0994 or emailing info@GossamerSecuritiesLitigation.com.

  12. Can I see the court file? Whom should I contact if I have questions?

    This Notice contains only a summary of the terms of the proposed Settlement. For more detailed information about the matters involved in this Action, you are referred to the papers on file in the Action, including the Stipulation, which may be inspected during regular hours at the Office of the Clerk, United States District Court for the Southern District of California, 333 West Broadway, San Diego, CA 92101. Copies of the Stipulation and any related order entered by the Court can be found on the Important Documents page of this website.

    All inquiries concerning the Notice and the Claim Form should be directed to the Claims Administrator or Class Counsel at:

    Gossamer Securities Litigation Settlement Block & Leviton LLP
    c/o Claims Administrator
    1650 Arch Street, Suite 2210
    Philadelphia, PA 19103
    1-833-554-0994
    info@GossamerSecuritiesLitigation.com    		 Attn: Jacob A. Walker
    260 Franklin Street, Suite 1860
    Boston, MA 02110
    Telephone: (617) 398-5600
    Email: jake@blockleviton.com

    Do not call or write the Court, the Office of the Clerk of the Court, Defendants or their Counsel regarding the Notice.