AFEYAN NOUBAR 4
4 · Omega Therapeutics, Inc. · Filed Aug 5, 2021
Insider Transaction Report
Form 4
Flagship Pioneering, LLC
10% Owner
Transactions
- Purchase
Common Stock
2021-08-03$17.00/sh+661,764$11,249,988→ 5,514,707 total(indirect: See Footnotes) - Conversion
Common Stock
2021-08-03+8,396,825→ 8,396,825 total(indirect: See Footnotes) - Conversion
Common Stock
2021-08-03+4,852,943→ 4,852,943 total(indirect: See Footnotes) - Conversion
Series A Convertible Preferred Stock
2021-08-03−22,275,232→ 0 total(indirect: See Footnotes)→ Common Stock (5,896,386 underlying) - Conversion
Series A Convertible Preferred Stock
2021-08-03−27,388,000→ 0 total(indirect: See Footnotes)→ Common Stock (7,249,767 underlying) - Conversion
Series A Convertible Preferred Stock
2021-08-03−3,000,000→ 0 total(indirect: See Footnotes)→ Common Stock (794,118 underlying) - Conversion
Series B Convertible Preferred Stock
2021-08-03−3,333,333→ 0 total(indirect: See Footnotes)→ Common Stock (882,353 underlying) - Conversion
Series C Convertible Preferred Stock
2021-08-03−1,666,666→ 0 total(indirect: See Footnotes)→ Common Stock (441,176 underlying) - Conversion
Common Stock
2021-08-03+1,088,470→ 1,088,470 total(indirect: See Footnotes) - Conversion
Common Stock
2021-08-03+5,896,386→ 5,896,386 total(indirect: See Footnotes) - Purchase
Common Stock
2021-08-03$17.00/sh+220,588$3,749,996→ 8,617,413 total(indirect: See Footnotes) - Conversion
Common Stock
2021-08-03+1,323,529→ 1,323,529 total(indirect: See Footnotes) - Purchase
Common Stock
2021-08-03$17.00/sh+294,117$4,999,989→ 1,617,646 total(indirect: See Footnotes) - Conversion
Series A Convertible Preferred Stock
2021-08-03−4,112,000→ 0 total(indirect: See Footnotes)→ Common Stock (1,088,470 underlying) - Conversion
Series B Convertible Preferred Stock
2021-08-03−666,667→ 0 total(indirect: See Footnotes)→ Common Stock (176,470 underlying) - Conversion
Common Stock
2021-08-03+970,588→ 970,588 total(indirect: See Footnotes) - Conversion
Series B Convertible Preferred Stock
2021-08-03−2,666,667→ 0 total(indirect: See Footnotes)→ Common Stock (705,882 underlying) - Conversion
Series B Convertible Preferred Stock
2021-08-03−13,333,333→ 0 total(indirect: See Footnotes)→ Common Stock (3,529,413 underlying) - Conversion
Series C Convertible Preferred Stock
2021-08-03−5,000,000→ 0 total(indirect: See Footnotes)→ Common Stock (1,323,530 underlying) - Conversion
Series C Convertible Preferred Stock
2021-08-03−1,666,667→ 0 total(indirect: See Footnotes)→ Common Stock (441,176 underlying)
Holdings
- 2,197,059(indirect: See Footnotes)
Common Stock
Footnotes (11)
- [F1]The shares of Issuer's preferred stock have no expiration date and are convertible at the holder's election into Issuer's common stock at a conversion ratio of 1-to-0.264706. The preferred stock will automatically convert into shares of the Issuer's common stock, for no additional consideration, upon the closing of the Issuer's initial public offering.
- [F10](continued from above) The general partner of FPN Fund is FPN General Partner LLC ("FPN GP"). The manager of Flagship Pioneering VI GP, Flagship Opportunities Fund II GP, and FPN GP is Flagship Pioneering. The general partner of Nutritional LTP is Nutritional Health LTP Fund General Partner LLC ("Nutritional LTP GP" and, together with VentureLabs V Manager, Flagship Pioneering, Flagship V GP, Flagship Pioneering VI GP, Flagship Opportunities Fund II GP and FPN GP, the "Flagship General Partners").
- [F11](continued from above) Noubar B. Afeyan, Ph.D. ("Dr. Afeyan") is the sole director of Flagship Pioneering and may be deemed to have beneficial ownership of all the shares held by VentureLabs V, Flagship Pioneering VI, Flagship Opportunities Fund II and FPN Fund. In addition, Dr. Afeyan serves as the sole manager of Flagship V GP and is the sole member and manager of Nutritional LTP GP and may be deemed to have beneficial ownership of all the shares held by Flagship Fund V, Flagship Fund V Rx and Nutritional LTP. None of the Flagship General Partners nor Dr. Afeyan directly own any of the shares held by the Reporting Persons, and each of the Flagship General Partners and Dr. Afeyan disclaims beneficial ownership of such shares except to the extent of its or his pecuniary interest therein.
- [F2]Represents shares held directly by Flagship V VentureLabs Rx Fund, L.P. ("Flagship Fund V Rx").
- [F3]Represents shares held directly by Flagship Ventures Fund V, L.P. ("Flagship Fund V").
- [F4]Represents shares held directly by Flagship Pioneering Fund VI, L.P. ("Flagship Pioneering VI").
- [F5]Represents shares held directly by Nutritional Health LTP Fund, L.P. ("Nutritional LTP").
- [F6]Represents shares held directly by Flagship Pioneering Special Opportunities Fund II, L.P. ("Flagship Opportunities Fund II")
- [F7]Represents shares held directly by FPN, L.P. ("FPN Fund").
- [F8]Represents shares held directly by Flagship VentureLabs V, LLC ("VentureLabs V").
- [F9]Flagship Fund V is a member of VentureLabs V. VentureLabs V Manager LLC ("VentureLabs V Manager") is the manager of VentureLabs V. Flagship Pioneering, Inc. ("Flagship Pioneering") is the manager of VentureLabs V Manager. The General Partner of Flagship Fund V and Flagship Fund V Rx is Flagship Ventures Fund V General Partner LLC ("Flagship V GP"). The General Partner of Flagship Pioneering VI is Flagship Pioneering Fund VI General Partner LLC ("Flagship Pioneering VI GP"). The General Partner of Flagship Opportunities Fund II is Flagship Pioneering Special Opportunities Fund II General Partner LLC ("Flagship Opportunities Fund II GP").