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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

NELSEN ROBERT

(Last)

(First)

(Middle)

8755 W. HIGGINS ROAD, SUITE 1025

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/27/2019

3. Issuer Name and Ticker or Trading Symbol
Karuna Therapeutics, Inc. [ KRTX ]

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

X	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)

X	Form filed by One Reporting Person
	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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	723,644	⁽¹⁾	I	See Footnote⁽²⁾
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	723,643	⁽¹⁾	I	See Footnote⁽³⁾
Series B Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	857,793	⁽⁴⁾	I	See Footnote⁽²⁾
Series B Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	857,792	⁽⁴⁾	I	See Footnote⁽³⁾

Explanation of Responses:

1. The Series A Preferred Stock is convertible on a 1.2987-for-one basis into the number of shares of Common Stock shown in Column 3. Upon the closing of the Issuer's initial public offering, all shares of Series A Preferred Stock will convert into shares of Common Stock of the Issuer. The Series A Preferred Stock has no expiration date.

2. These shares are directly held by ARCH Venture Fund IX, L.P. ("ARCH IX"). The Reporting Person is a managing director of ARCH Venture Partners IX, L.P. , the sole general partner of ARCH IX, and shares voting and investment control with respect to these shares. The Reporting Person may be deemed to beneficially own the shares held by ARCH IX. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of their pecuniary interest therein, if any.

3. These shares are directly held by ARCH Venture Fund IX Overage, L.P. ("ARCH Overage"). The Reporting Person is a managing director of ARCH Venture Partners IX Overage, L.P., the sole general partner of ARCH Overage, and shares voting and investment control with respect to these shares. The Reporting Person may be deemed to beneficially own the shares held by ARCH Overage. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of their pecuniary interest therein, if any.

4. The Series B Preferred Stock is convertible on a 1.2987-for-one basis into the number of shares of Common Stock shown in Column 3. Upon the closing of the Issuer's initial public offering, all shares of Series B Preferred Stock will convert into shares of Common Stock of the Issuer. The Series B Preferred Stock has no expiration date.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Robert Nelsen	06/27/2019
	** 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.