AFEYAN NOUBAR 4

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.