AFEYAN NOUBAR 4

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.