AFEYAN NOUBAR 4
4 · Generate Biomedicines, Inc. · Filed Mar 2, 2026
Research Summary
AI-generated summary of this filing
Generate Biomedicines (GENB) Founder Noubar Afeyan Buys $75M Shares
What Happened
Noubar B. Afeyan (10% owner, founder/designated filer) reported multiple transactions tied to Generate Biomedicines' IPO on March 2, 2026. He (or affiliated vehicles) recorded large automatic conversions of preferred stock into common stock (per the IPO conversion) and open-market/private purchases of three blocks of 1,562,500 shares each at $16.00 per share — a total purchase of 4,687,500 shares for $75,000,000. The Form also shows a small award/derivative item of 29,561 shares (zero price).
Key Details
- Filing date: March 2, 2026; primary transaction date(s): March 2, 2026 (some items dated Feb 26, 2026).
- Purchases: 3 × 1,562,500 shares at $16.00 each = 4,687,500 shares acquired for $75,000,000 total.
- Conversions: Multiple conversions of preferred/derivative securities into common stock were reported (several entries in the millions of shares). Several conversion/disposition line items together represent tens of millions of shares; the Preferred Stock automatically converted to common at a 1-for-1.5190 ratio upon the IPO close (Footnote F2).
- Award: 29,561 shares reported as a grant/derivative award at $0.00 (subject to vesting per footnote F9).
- Holdings after transaction: not specified in the excerpt; many shares are held by affiliated funds (see footnotes).
- Affiliations: Many securities are held by Flagship Pioneering-related funds and other affiliated entities; Afeyan disclaims direct beneficial ownership of those shares except to the extent of any pecuniary interest (Footnotes F1–F8).
- Filing notes: This is one of two Form 4 filings covering the same event; filings were split because there are more than 10 reporting persons.
Context
- The bulk of the “conversion” activity reflects the automatic conversion of pre-IPO preferred stock into common stock at the IPO closing (not a market trade). These are bookkeeping/ownership conversions rather than open-market sales.
- The three $16 purchases are outright purchases (a bullish signal in that Afeyan or affiliated vehicles invested $75M), while the conversion entries reflect corporate restructuring tied to the IPO.
- Because many shares are held in funds and other entities, these filings reflect institutional/affiliated holdings more than a typical executive personal trade.
Insider Transaction Report
Form 4
AFEYAN NOUBAR
Director10% Owner
Transactions
- Conversion
Common Stock
[F1][F2]2026-03-02+12,723,940→ 12,723,940 total(indirect: By Flagship Pioneering Fund VI, L.P.) - Conversion
Common Stock
[F1][F3]2026-03-02+13,702,224→ 13,702,224 total(indirect: By Flagship Pioneering Fund VII, L.P.) - Conversion
Common Stock
[F1][F4]2026-03-02+987,491→ 987,491 total(indirect: By Nutritional Health LTP Fund, L.P.) - Conversion
Common Stock
[F1][F5]2026-03-02+2,777,752→ 2,777,752 total(indirect: By Flagship Pioneering Special Opportunities Fund II, L.P.) - Conversion
Common Stock
[F1][F6]2026-03-02+2,777,752→ 2,777,752 total(indirect: By FPN II, L.P.) - Purchase
Common Stock
[F3]2026-03-02$16.00/sh+1,562,500$25,000,000→ 15,264,724 total(indirect: By Flagship Pioneering Fund VII, L.P.) - Purchase
Common Stock
[F6]2026-03-02$16.00/sh+1,562,500$25,000,000→ 4,340,252 total(indirect: By FPN II, L.P.) - Purchase
Common Stock
[F7]2026-03-02$16.00/sh+1,562,500$25,000,000→ 1,562,500 total(indirect: By LLC) - Award
Stock Option (Right to Buy)
[F9]2026-02-26+29,561→ 29,561 totalExercise: $16.00Exp: 2036-02-25→ Common Stock (29,561 underlying) - Conversion
Series A Preferred Stock
[F1][F2]2026-03-02−18,483,785→ 0 total(indirect: By Flagship Pioneering Fund VI, L.P.)→ Common Stock (12,168,390 underlying) - Conversion
Series A Preferred Stock
[F1][F3]2026-03-02−17,016,215→ 0 total(indirect: By Flagship Pioneering Fund VII, L.P.)→ Common Stock (11,202,248 underlying) - Conversion
Series A Preferred Stock
[F1][F4]2026-03-02−1,500,000→ 0 total(indirect: By Nutritional Health LTP Fund, L.P.)→ Common Stock (987,491 underlying) - Conversion
Series B Preferred Stock
[F1][F2]2026-03-02−843,881→ 0 total(indirect: By Flagship Pioneering Fund VI, L.P.)→ Common Stock (555,550 underlying) - Conversion
Series B Preferred Stock
[F1][F3]2026-03-02−1,265,822→ 0 total(indirect: By Flagship Pioneering Fund VII, L.P.)→ Common Stock (833,325 underlying) - Conversion
Series B Preferred Stock
[F1][F5]2026-03-02−2,953,586→ 0 total(indirect: By Flagship Pioneering Special Opportunities Fund II, L.P.)→ Common Stock (1,944,427 underlying) - Conversion
Series B Preferred Stock
[F1][F6]2026-03-02−2,109,704→ 0 total(indirect: By FPN II, L.P.)→ Common Stock (1,388,876 underlying) - Conversion
Series C Preferred Stock
[F1][F3]2026-03-02−2,531,644→ 0 total(indirect: By Flagship Pioneering Fund VII, L.P.)→ Common Stock (1,666,651 underlying) - Conversion
Series C Preferred Stock
[F1][F5]2026-03-02−1,265,822→ 0 total(indirect: By Flagship Pioneering Special Opportunities Fund II, L.P.)→ Common Stock (833,325 underlying) - Conversion
Series C Preferred Stock
[F1][F6]2026-03-02−2,109,704→ 0 total(indirect: By FPN II, L.P.)→ Common Stock (1,388,876 underlying)
Holdings
- 25,016,458(indirect: By LLC)
Common Stock
[F8]
Footnotes (9)
- [F1]Securities held by Flagship Pioneering Fund VI, L.P. ("Flagship Fund VI"). Flagship Pioneering Fund VI General Partner LLC ("Flagship Fund VI GP") is the general partner of Flagship Fund VI. Flagship Pioneering, LLC ("Flagship Pioneering") is the manager of Flagship Fund VI GP. Noubar B. Afeyan, Ph.D. is the ultimate control person of Flagship Pioneering. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.
- [F2]Each share of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock (collectively, the "Preferred Stock") automatically converted into shares of the Issuer's Common Stock on a one-for-1.5190 basis upon the closing of the Issuer's initial public offering on March 2, 2026. The Preferred Stock had no expiration date.
- [F3]Securities held by Flagship Pioneering Fund VII, L.P. ("Flagship Fund VII"). Flagship Pioneering Fund VII General Partner LLC ("Flagship Fund VII GP") is the general partner of Flagship Fund VII. Flagship Pioneering is the manager of Flagship Fund VII GP. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.
- [F4]Securities held by Nutritional Health LTP Fund, L.P. ("Nutritional LTP"). Nutritional Health LTP Fund General Partner LLC ("Nutritional LTP GP") is the general partner of Nutritional LTP. Flagship Pioneering is the manager of Nutritional LTP GP. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.
- [F5]Securities held by Flagship Pioneering Special Opportunities Fund II, L.P. ("Flagship Opportunities Fund II"). Flagship Pioneering Special Opportunities Fund II General Partner LLC ("Flagship Opportunities Fund II GP") is the general partner of Flagship Opportunities Fund II. Flagship Pioneering is the manager of Flagship Opportunities Fund II GP. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.
- [F6]Securities held by FPN II, L.P. ("FPN II Fund"). FPN General Partner LLC ("FPN GP") is the general partner of FPN II Fund. Flagship Pioneering is the manager of FPN GP. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.
- [F7]Securities held by Pioneering Medicine 02, LLC ("PM02"). Charles R. Carelli, Jr., Chief Financial Officer of Flagship Pioneering, is the sole manager of PM02, and Flagship Fund VII is its majority equity holder. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.
- [F8]Securities held by Flagship VentureLabs VI LLC ("VentureLabs VI"). Flagship VentureLabs VI Manager LLC ("VentureLabs VI Manager") is the manager of VentureLabs VI. Flagship Pioneering is the manager of VentureLabs VI Manager. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.
- [F9]The shares underlying this option shall vest in full on February 19, 2027, subject to the Reporting Person's continued service on such vesting date.