AFEYAN NOUBAR 4
4 · Generate Biomedicines, Inc. · Filed Mar 2, 2026
Research Summary
AI-generated summary of this filing
Generate Biomedicines (GENB) 10% Owner Noubar Afeyan Buys 4.69M Shares
What Happened
Noubar Afeyan (reported as a 10% owner/Designated Filer) made three private/open‑market purchases on March 2, 2026 totaling 4,687,500 shares at $16.00 each for $75,000,000. On the same date, numerous derivative conversion entries were reported reflecting automatic conversion of the company’s preferred stock into common stock upon the company’s IPO. There was also a small award of 29,561 derivative shares reported on Feb 26, 2026 (zero-dollar grant).
Key Details
- Transaction dates: March 2, 2026 (primary purchases and conversions); Feb 26, 2026 (award of 29,561 derivative shares).
- Purchases: 3 acquisitions of 1,562,500 shares each at $16.00 — total cash paid = $75,000,000.
- Derivative conversions: multiple “Conversion of derivative security (C)” entries (zero-dollar price) correspond to the automatic conversion of Series A/B/C preferred into common at the IPO. These entries show large acquired and disposed conversion amounts across related entities.
- Award: 29,561 shares reported as a grant/award at $0.00 (derivative); footnote indicates vesting in full on Feb 19, 2027, subject to continued service.
- Holdings/beneficial ownership: many shares are held by affiliated Flagship/related funds (see footnotes). The filing notes Afeyan as the ultimate control person for Flagship Pioneering; the reporting persons disclaim beneficial ownership of fund‑held shares except to the extent of any pecuniary interest.
- Filing mechanics: This Form 4 is “Form 2 of 2” — the event is split across two filings because there are more than 10 reporting persons. No late‑filing indication is shown in this excerpt.
Context
- The zero-dollar conversion lines are not cash sales or purchases — they reflect automatic conversion of preferred stock into common stock upon the IPO (conversion ratio 1 preferred → 1.5190 common, per footnote).
- The $75M in cash purchases are direct buy transactions and are generally viewed by retail investors as a stronger signal of insider/related-party buying interest than conversions or grants.
- Because many shares are held through affiliated investment vehicles (Flagship funds and related entities), these filings represent complex intra‑group allocations rather than simple personal trades. Always review the full Form 4 filing (and the companion Form 4) and footnotes for detail on who holds what.
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.