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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* EHRLICH JASON (Last) (First) (Middle) 2631 HANOVER STREET (Street) PALO ALTO CA 94304 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Kodiak Sciences Inc. [ KOD ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) See Remarks
	3. Date of Earliest Transaction (Month/Day/Year) 04/09/2020
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/09/2020		M		15,000	A	(1)	37,542	D
Common Stock	04/09/2020		F		4,058(2)	D	$50.67	33,484	D
Common Stock	04/09/2020		S		938(3)	D	$47.5394(4)	32,546	D
Common Stock	04/09/2020		S		345(3)	D	$48.7046(5)	32,201	D
Common Stock	04/09/2020		S		917(3)	D	$49.5478(6)	31,284	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	04/09/2020		M			15,000	(7)	(7)	Common Stock	15,000	$0.00	15,000	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one (1) share of the Issuer's common stock.

2. Represents shares withheld by the Issuer to satisfy the Reporting Person's tax withholding obligation in connection with the vesting and settlement of 25% of the Reporting Person's restricted stock units granted on October 9, 2018. Such withholding is exempt from Section 16(b) pursuant to Rule 16b-3(e).

3. These sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person. These sales were made to cover tax withholding obligations in connection with vesting and settlement of 25% of the Reporting Person's RSU granted on October 9, 2018.

4. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $47.095 to $48.045, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in these footnotes.

5. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $48.185 to $49.00, inclusive.

6. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $49.29 to $49.83, inclusive.

7. 50% of the RSU vested 12 months after October 9, 2018 (the "Grant Date"), 25% of the RSU vested 18 months after the Grant Date and 25% of the RSU vest 24 months after the Grant Date.

Remarks:

Chief Medical Officer and Chief Development Officer

	/s/ Carlton Fleming, Attorney-in-Fact for Jason Ehrlich	04/13/2020
	** 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).
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