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organization · Reporting owner

Flagship Pioneering, LLC

Disclosed activity across 11 companies

Tapewire entity
63978
SEC CIK
0001400240

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Reported relationships

Latest disclosed role at each company.

CompanyLast reported asReport datePublished
Axcella Health Inc.AXLA · Entity 11605910% ownerOctober 13, 2022October 17, 2022
Codiak BioSciences, Inc.CDAK · Entity 11495810% ownerOctober 13, 2020October 13, 2020
Evelo Biosciences, Inc.EVLO · Entity 10846810% ownerJuly 11, 2023July 13, 2023
Foghorn Therapeutics Inc.FHTX · Entity 5820Director · 10% ownerJanuary 13, 2026January 15, 2026
Generate Biomedicines, Inc.GENB · Entity 155310% ownerFebruary 26, 2026March 02, 2026
Kaleido Biosciences, Inc.KLDO · Entity 12974510% ownerMarch 04, 2019March 06, 2019
Moderna, Inc.MRNA · Entity 202510% ownerDecember 11, 2018December 13, 2018
Omega Therapeutics, Inc.OMGA · Entity 8361810% ownerFebruary 27, 2023February 27, 2023
Sana Biotechnology, Inc.SANA · Entity 487010% ownerFebruary 12, 2024February 14, 2024
Seres Therapeutics, Inc.MCRB · Entity 719110% ownerJuly 05, 2022July 07, 2022

Disclosed balances

About these balances

Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.

Axcella Health Inc.

Report date October 13, 2022 · Filed October 17, 2022

Jointly reported with FPA General Partner LLC, FPA, L.P.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeIndirectBy FPA, L.P.3,048,780 Reported balance Holding disclosure · report date 2022-10-13 · row 1 Holding and transaction disclosures are not merged.
1 source row

Row 1 · Balance 3,048,780

F1: On October 13, 2022, FPA, L.P. ("FPA Fund") purchased 3,048,780 shares of the Issuer's Common Stock in a registered direct offering at a price of $1.64 per share pursuant to a Securities Purchase Agreement dated October 13, 2022

F2: Shares held by FPA Fund. FPA General Partner LLC ("FPA Fund GP") is the general partner of FPA Fund. Flagship Pioneering, Inc. ("Flagship Pioneering") is the manager of FPA Fund GP. Noubar B. Afeyan, Ph.D. is the CEO and sole stockholder of Flagship Pioneering. Each of the reporting persons except for FPA Fund disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

Filing footnotes · ownership attribution and instrument terms

F1: On October 13, 2022, FPA, L.P. ("FPA Fund") purchased 3,048,780 shares of the Issuer's Common Stock in a registered direct offering at a price of $1.64 per share pursuant to a Securities Purchase Agreement dated October 13, 2022

F2: Shares held by FPA Fund. FPA General Partner LLC ("FPA Fund GP") is the general partner of FPA Fund. Flagship Pioneering, Inc. ("Flagship Pioneering") is the manager of FPA Fund GP. Noubar B. Afeyan, Ph.D. is the CEO and sole stockholder of Flagship Pioneering. Each of the reporting persons except for FPA Fund disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeIndirectSee Footnote485,949 Reported balance Holding disclosure · report date 2020-10-13 · row 1 Holding and transaction disclosures are not merged.
1 source row

Row 1 · Balance 485,949

F1: Shares held by Flagship VentureLabs V LLC ("VentureLabs V"). Flagship Ventures Fund V, L.P. ("Flagship Fund V") is a member of VentureLabs V. Flagship 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 is Flagship Ventures Fund V General Partner LLC ("Flagship V GP"). Noubar B. Afeyan, Ph.D. serves as the sole director of Flagship Pioneering and as the sole manager of Flagship V GP. Each of the reporting persons except for VentureLabs V disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

Series A Preferred StockSEC Table II · derivative / convertible securityIndirectSee FootnoteNot disclosed Reported balance Holding disclosure · report date 2020-10-13 · row 2 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 2 · Balance Not disclosed

F2: Each share of Series A Preferred Stock is convertible into Common Stock on a 1-for-7.8170 basis into the aggregate number of shares of Common Stock shown in Column 3 at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering without payment or further consideration. The shares have no expiration date.

F3: Shares held by Flagship Fund V. Flagship V GP is the general partner of Flagship Fund V. Noubar B. Afeyan, Ph.D. serves as the sole manager of Flagship V GP. Each of the reporting persons except for Flagship Fund V disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

Series A Preferred StockSEC Table II · derivative / convertible securityIndirectSee FootnoteNot disclosed Reported balance Holding disclosure · report date 2020-10-13 · row 3 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 3 · Balance Not disclosed

F2: Each share of Series A Preferred Stock is convertible into Common Stock on a 1-for-7.8170 basis into the aggregate number of shares of Common Stock shown in Column 3 at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering without payment or further consideration. The shares have no expiration date.

F4: Shares held by Flagship V VentureLabs Rx Fund, L.P. ("Flagship Fund V Rx"). Flagship V GP is the general partner of Flagship Fund V Rx. Noubar B. Afeyan, Ph.D. serves as the sole manager of Flagship V GP. Each of the reporting persons except for Flagship Fund V Rx disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

Series B Preferred StockSEC Table II · derivative / convertible securityIndirectSee FootnoteNot disclosed Reported balance Holding disclosure · report date 2020-10-13 · row 4 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 4 · Balance Not disclosed

F5: Each share of Series B Preferred Stock is convertible into Common Stock on an approximately 1-for-7.1295 basis into the aggregate number of shares of Common Stock shown in Column 3 at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering without payment or further consideration. The shares have no expiration date.

F3: Shares held by Flagship Fund V. Flagship V GP is the general partner of Flagship Fund V. Noubar B. Afeyan, Ph.D. serves as the sole manager of Flagship V GP. Each of the reporting persons except for Flagship Fund V disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

Series B Preferred StockSEC Table II · derivative / convertible securityIndirectSee FootnoteNot disclosed Reported balance Holding disclosure · report date 2020-10-13 · row 5 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 5 · Balance Not disclosed

F5: Each share of Series B Preferred Stock is convertible into Common Stock on an approximately 1-for-7.1295 basis into the aggregate number of shares of Common Stock shown in Column 3 at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering without payment or further consideration. The shares have no expiration date.

F4: Shares held by Flagship V VentureLabs Rx Fund, L.P. ("Flagship Fund V Rx"). Flagship V GP is the general partner of Flagship Fund V Rx. Noubar B. Afeyan, Ph.D. serves as the sole manager of Flagship V GP. Each of the reporting persons except for Flagship Fund V Rx disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

Series C Preferred StockSEC Table II · derivative / convertible securityIndirectSee FootnoteNot disclosed Reported balance Holding disclosure · report date 2020-10-13 · row 6 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 6 · Balance Not disclosed

F6: Each share of Series C Preferred Stock is convertible into Common Stock on an approximately 1-for-6.8758 basis into the aggregate number of shares of Common Stock shown in Column 3 at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering without payment or further consideration. The shares have no expiration date.

F3: Shares held by Flagship Fund V. Flagship V GP is the general partner of Flagship Fund V. Noubar B. Afeyan, Ph.D. serves as the sole manager of Flagship V GP. Each of the reporting persons except for Flagship Fund V disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

Series C Preferred StockSEC Table II · derivative / convertible securityIndirectSee FootnoteNot disclosed Reported balance Holding disclosure · report date 2020-10-13 · row 7 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 7 · Balance Not disclosed

F6: Each share of Series C Preferred Stock is convertible into Common Stock on an approximately 1-for-6.8758 basis into the aggregate number of shares of Common Stock shown in Column 3 at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering without payment or further consideration. The shares have no expiration date.

F4: Shares held by Flagship V VentureLabs Rx Fund, L.P. ("Flagship Fund V Rx"). Flagship V GP is the general partner of Flagship Fund V Rx. Noubar B. Afeyan, Ph.D. serves as the sole manager of Flagship V GP. Each of the reporting persons except for Flagship Fund V Rx disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

Filing footnotes · ownership attribution and instrument terms

F1: Shares held by Flagship VentureLabs V LLC ("VentureLabs V"). Flagship Ventures Fund V, L.P. ("Flagship Fund V") is a member of VentureLabs V. Flagship 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 is Flagship Ventures Fund V General Partner LLC ("Flagship V GP"). Noubar B. Afeyan, Ph.D. serves as the sole director of Flagship Pioneering and as the sole manager of Flagship V GP. Each of the reporting persons except for VentureLabs V disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

F2: Each share of Series A Preferred Stock is convertible into Common Stock on a 1-for-7.8170 basis into the aggregate number of shares of Common Stock shown in Column 3 at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering without payment or further consideration. The shares have no expiration date.

F3: Shares held by Flagship Fund V. Flagship V GP is the general partner of Flagship Fund V. Noubar B. Afeyan, Ph.D. serves as the sole manager of Flagship V GP. Each of the reporting persons except for Flagship Fund V disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

F4: Shares held by Flagship V VentureLabs Rx Fund, L.P. ("Flagship Fund V Rx"). Flagship V GP is the general partner of Flagship Fund V Rx. Noubar B. Afeyan, Ph.D. serves as the sole manager of Flagship V GP. Each of the reporting persons except for Flagship Fund V Rx disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

F5: Each share of Series B Preferred Stock is convertible into Common Stock on an approximately 1-for-7.1295 basis into the aggregate number of shares of Common Stock shown in Column 3 at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering without payment or further consideration. The shares have no expiration date.

F6: Each share of Series C Preferred Stock is convertible into Common Stock on an approximately 1-for-6.8758 basis into the aggregate number of shares of Common Stock shown in Column 3 at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering without payment or further consideration. The shares have no expiration date.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeIndirectBy Flagship Ventures Fund IV, L.P.1,461,795 Reported balance After 2023-07-11 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2023-07-11 · Purchase · Acquired 1,082,251 · Balance 1,461,795

F1: On July 11, 2023, Flagship Ventures Fund IV, L.P. ("Flagship Fund IV"), Nutritional Health LTP Fund, L.P. ("Nutritional LTP") and Flagship Pioneering Fund VII, L.P. ("Flagship Fund VII") acquired 1,082,251 shares, 1,082,251 shares and 3,246,753 shares, respectively, of the Issuer's Common Stock in a private placement at a price of $2.31 per share.

F2: Shares held by Flagship Fund IV. Flagship Ventures Fund IV General Partner LLC ("Flagship Fund IV GP") is the general partner of Flagship Fund IV. Noubar B. Afeyan, Ph.D. ("Dr. Afeyan") is the sole manager of Flagship Fund IV GP. Each of the reporting persons except for Flagship Fund IV disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

Common StockSEC Table I · non-derivativeIndirectBy Nutritional Health LTP Fund, L.P.1,493,241 Reported balance After 2023-07-11 transaction · row 2 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 2 · 2023-07-11 · Purchase · Acquired 1,082,251 · Balance 1,493,241

F1: On July 11, 2023, Flagship Ventures Fund IV, L.P. ("Flagship Fund IV"), Nutritional Health LTP Fund, L.P. ("Nutritional LTP") and Flagship Pioneering Fund VII, L.P. ("Flagship Fund VII") acquired 1,082,251 shares, 1,082,251 shares and 3,246,753 shares, respectively, of the Issuer's Common Stock in a private placement at a price of $2.31 per share.

F3: Shares held by Nutritional LTP. Nutritional Health LTP Fund General Partner LLC ("Nutritional LTP GP") is the general partner of Nutritional LTP. Flagship Pioneering, Inc. ("Flagship Pioneering") is the manager of Nutritional LTP GP. Dr. Afeyan is the Chief Executive Officer, director and sole stockholder of Flagship Pioneering. Each of the reporting persons except for Nutritional LTP disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

Common StockSEC Table I · non-derivativeIndirectBy Flagship Pioneering Fund VII, L.P.3,931,685 Reported balance After 2023-07-11 transaction · row 3 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 3 · 2023-07-11 · Purchase · Acquired 3,246,753 · Balance 3,931,685

F1: On July 11, 2023, Flagship Ventures Fund IV, L.P. ("Flagship Fund IV"), Nutritional Health LTP Fund, L.P. ("Nutritional LTP") and Flagship Pioneering Fund VII, L.P. ("Flagship Fund VII") acquired 1,082,251 shares, 1,082,251 shares and 3,246,753 shares, respectively, of the Issuer's Common Stock in a private placement at a price of $2.31 per share.

F4: Shares held by 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 except for Flagship Fund VII disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

Common StockSEC Table I · non-derivativeIndirectBy Flagship Ventures Fund IV-Rx, L.P.94,371 Reported balance Holding disclosure · report date 2023-07-11 · row 4 Holding and transaction disclosures are not merged.
1 source row

Row 4 · Balance 94,371

F5: Shares held by Flagship Ventures Fund IV-Rx, L.P ("Flagship Fund IV-Rx"). Flagship Fund IV GP is the general partner of Flagship Fund IV-Rx. Each of the reporting persons except for Flagship Fund IV-Rx disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

Common StockSEC Table I · non-derivativeIndirectBy Flagship Ventures Opportunities Fund I, L.P.274,766 Reported balance Holding disclosure · report date 2023-07-11 · row 5 Holding and transaction disclosures are not merged.
1 source row

Row 5 · Balance 274,766

F6: Shares held by Flagship Ventures Opportunities Fund I, L.P. ("Flagship Opportunities I"). Flagship Ventures Opportunities Fund I General Partner LLC ("Flagship Opportunities GP") is the general partner of Flagship Opportunities I. Dr. Afeyan is the sole manager of Flagship Opportunities GP. Each of the reporting persons except for Flagship Opportunities I disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

Common StockSEC Table I · non-derivativeIndirectBy Flagship VentureLabs IV LLC34,219 Reported balance Holding disclosure · report date 2023-07-11 · row 6 Holding and transaction disclosures are not merged.
1 source row

Row 6 · Balance 34,219

F7: Shares held by Flagship VentureLabs IV, LLC ("VentureLabs IV"). Flagship Fund IV is the manager of VentureLabs IV. Each of the reporting persons except for VentureLabs IV disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

Common StockSEC Table I · non-derivativeIndirectBy Flagship VentureLabs V LLC132,282 Reported balance Holding disclosure · report date 2023-07-11 · row 7 Holding and transaction disclosures are not merged.
1 source row

Row 7 · Balance 132,282

F8: Shares held by Flagship VentureLabs V LLC ("VentureLabs V"). Flagship VentureLabs V Manager LLC ("VentureLabs V Manager") serves as manager of VentureLabs V. Flagship Pioneering is the manager of VentureLabs V Manager. Each of the reporting persons except for VentureLabs V disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

Common StockSEC Table I · non-derivativeIndirectBy Flagship Ventures Fund V, L.P.210,064 Reported balance Holding disclosure · report date 2023-07-11 · row 8 Holding and transaction disclosures are not merged.
1 source row

Row 8 · Balance 210,064

F9: Shares held by Flagship Ventures Fund V, L.P. ("Flagship Fund V"). Flagship Ventures Fund V General Partner LLC ("Flagship Fund V GP") is the general partner of Flagship Fund V. Dr. Afeyan serves as sole manager of Flagship Fund V. Each of the reporting persons except for Flagship Fund V disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

Common StockSEC Table I · non-derivativeIndirectBy Flagship V VentureLabs Rx Fund, L.P.80,494 Reported balance Holding disclosure · report date 2023-07-11 · row 9 Holding and transaction disclosures are not merged.
1 source row

Row 9 · Balance 80,494

F10: Shares held by Flagship V VentureLabs Rx Fund, L.P. ("VentureLabs Rx V"). Flagship Fund V GP is the general partner of VentureLabs Rx V. Each of the reporting persons except for VentureLabs Rx V disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

Common StockSEC Table I · non-derivativeIndirectBy Nutritional Health Side Fund, L.P.39,798 Reported balance Holding disclosure · report date 2023-07-11 · row 10 Holding and transaction disclosures are not merged.
1 source row

Row 10 · Balance 39,798

F11: Shares held by Nutritional Health Side Fund, L.P. ("Nutritional Health Side Fund"). Flagship Fund V GP is the general partner of Nutritional Health Side Fund. Each of the reporting persons except for Nutritional Health Side Fund disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

Common StockSEC Table I · non-derivativeIndirectBy Nutritional Health Disruptive Innovation Fund, L.P.179,909 Reported balance Holding disclosure · report date 2023-07-11 · row 11 Holding and transaction disclosures are not merged.
1 source row

Row 11 · Balance 179,909

F12: Shares held by Nutritional Health Disruptive Innovation Fund, L.P. ("Nutritional Innovation Fund"). Flagship Fund V GP is the general partner of Nutritional Innovation Fund. Each of the reporting persons except for Nutritional Innovation Fund disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

Filing footnotes · ownership attribution and instrument terms

F1: On July 11, 2023, Flagship Ventures Fund IV, L.P. ("Flagship Fund IV"), Nutritional Health LTP Fund, L.P. ("Nutritional LTP") and Flagship Pioneering Fund VII, L.P. ("Flagship Fund VII") acquired 1,082,251 shares, 1,082,251 shares and 3,246,753 shares, respectively, of the Issuer's Common Stock in a private placement at a price of $2.31 per share.

F2: Shares held by Flagship Fund IV. Flagship Ventures Fund IV General Partner LLC ("Flagship Fund IV GP") is the general partner of Flagship Fund IV. Noubar B. Afeyan, Ph.D. ("Dr. Afeyan") is the sole manager of Flagship Fund IV GP. Each of the reporting persons except for Flagship Fund IV disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

F3: Shares held by Nutritional LTP. Nutritional Health LTP Fund General Partner LLC ("Nutritional LTP GP") is the general partner of Nutritional LTP. Flagship Pioneering, Inc. ("Flagship Pioneering") is the manager of Nutritional LTP GP. Dr. Afeyan is the Chief Executive Officer, director and sole stockholder of Flagship Pioneering. Each of the reporting persons except for Nutritional LTP disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

F4: Shares held by 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 except for Flagship Fund VII disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

F5: Shares held by Flagship Ventures Fund IV-Rx, L.P ("Flagship Fund IV-Rx"). Flagship Fund IV GP is the general partner of Flagship Fund IV-Rx. Each of the reporting persons except for Flagship Fund IV-Rx disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

F6: Shares held by Flagship Ventures Opportunities Fund I, L.P. ("Flagship Opportunities I"). Flagship Ventures Opportunities Fund I General Partner LLC ("Flagship Opportunities GP") is the general partner of Flagship Opportunities I. Dr. Afeyan is the sole manager of Flagship Opportunities GP. Each of the reporting persons except for Flagship Opportunities I disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

F7: Shares held by Flagship VentureLabs IV, LLC ("VentureLabs IV"). Flagship Fund IV is the manager of VentureLabs IV. Each of the reporting persons except for VentureLabs IV disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

F8: Shares held by Flagship VentureLabs V LLC ("VentureLabs V"). Flagship VentureLabs V Manager LLC ("VentureLabs V Manager") serves as manager of VentureLabs V. Flagship Pioneering is the manager of VentureLabs V Manager. Each of the reporting persons except for VentureLabs V disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

F9: Shares held by Flagship Ventures Fund V, L.P. ("Flagship Fund V"). Flagship Ventures Fund V General Partner LLC ("Flagship Fund V GP") is the general partner of Flagship Fund V. Dr. Afeyan serves as sole manager of Flagship Fund V. Each of the reporting persons except for Flagship Fund V disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

F10: Shares held by Flagship V VentureLabs Rx Fund, L.P. ("VentureLabs Rx V"). Flagship Fund V GP is the general partner of VentureLabs Rx V. Each of the reporting persons except for VentureLabs Rx V disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

F11: Shares held by Nutritional Health Side Fund, L.P. ("Nutritional Health Side Fund"). Flagship Fund V GP is the general partner of Nutritional Health Side Fund. Each of the reporting persons except for Nutritional Health Side Fund disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

F12: Shares held by Nutritional Health Disruptive Innovation Fund, L.P. ("Nutritional Innovation Fund"). Flagship Fund V GP is the general partner of Nutritional Innovation Fund. Each of the reporting persons except for Nutritional Innovation Fund disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Pre-Funded Warrants to purchase Common StockSEC Table II · derivative / convertible security · Conversion / exercise price $0.00 · Expires 2046-01-13IndirectBy Flagship Pioneering Fund VII, L.P.2,235,468 Reported balance After 2026-01-13 transaction · row 1 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 1 · 2026-01-13 · Grant · Acquired 2,235,468 · Balance 2,235,468

F1: On January 13, 2026, pursuant to a registered direct offering by the Issuer, Flagship Pioneering Fund VII, L.P. ("Flagship Fund VII") acquired warrants to purchase an aggregate of 4,470,936 shares of Common Stock, consisting of (i) Pre-Funded Warrants to purchase 2,235,468 shares of Common Stock, (ii) Series 1 Warrants to purchase 1,117,734 shares of Common Stock and (iii) Series 2 Warrants to purchase 1,117,734 shares of Common Stock (together with the Series 1 Warrants, the "Series Warrants"). The securities were acquired for a purchase price of $6.7099 per Pre-Funded Warrant and accompanying Series Warrants.

F2: Securities held by Flagship Fund VII. Flagship Pioneering Fund VII General Partner LLC ("Flagship Fund VII GP") is the general partner of Flagship Fund VII. Flagship Pioneering, LLC (f/k/a Flagship Pioneering, Inc., "Flagship Pioneering") is the manager of Flagship Fund VII 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.

Series 1 Warrants to purchase Common StockSEC Table II · derivative / convertible security · Conversion / exercise price $13.42 · Expires 2027-06-30IndirectBy Flagship Pioneering Fund VII, L.P.1,117,734 Reported balance After 2026-01-13 transaction · row 2 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 2 · 2026-01-13 · Grant · Acquired 1,117,734 · Balance 1,117,734

F3: The Series Warrants are exercisable at an initial price of $13.42 per Series 1 Warrant and $20.13 per Series 2 Warrant. Subject to certain exclusions, if prior to June 30, 2027, the Company issues capital stock or securities convertible into or exercisable for capital stock in one or more related transactions primarily for capital raising at a weighted-average common stock equivalent price (the "Weighted-Average Price") below $13.42 per share, the exercise price of a Series Warrant shall reset upon exercise to the midpoint between the initial price and the lowest such Weighted-Average Price, but not below $6.71 per share. The exercise price may be adjusted only once pursuant to this mechanism.

F1: On January 13, 2026, pursuant to a registered direct offering by the Issuer, Flagship Pioneering Fund VII, L.P. ("Flagship Fund VII") acquired warrants to purchase an aggregate of 4,470,936 shares of Common Stock, consisting of (i) Pre-Funded Warrants to purchase 2,235,468 shares of Common Stock, (ii) Series 1 Warrants to purchase 1,117,734 shares of Common Stock and (iii) Series 2 Warrants to purchase 1,117,734 shares of Common Stock (together with the Series 1 Warrants, the "Series Warrants"). The securities were acquired for a purchase price of $6.7099 per Pre-Funded Warrant and accompanying Series Warrants.

F2: Securities held by Flagship Fund VII. Flagship Pioneering Fund VII General Partner LLC ("Flagship Fund VII GP") is the general partner of Flagship Fund VII. Flagship Pioneering, LLC (f/k/a Flagship Pioneering, Inc., "Flagship Pioneering") is the manager of Flagship Fund VII 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.

Series 2 Warrants to purchase Common StockSEC Table II · derivative / convertible security · Conversion / exercise price $20.13 · Expires 2030-12-31IndirectBy Flagship Pioneering Fund VII, L.P.1,117,734 Reported balance After 2026-01-13 transaction · row 3 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 3 · 2026-01-13 · Grant · Acquired 1,117,734 · Balance 1,117,734

F3: The Series Warrants are exercisable at an initial price of $13.42 per Series 1 Warrant and $20.13 per Series 2 Warrant. Subject to certain exclusions, if prior to June 30, 2027, the Company issues capital stock or securities convertible into or exercisable for capital stock in one or more related transactions primarily for capital raising at a weighted-average common stock equivalent price (the "Weighted-Average Price") below $13.42 per share, the exercise price of a Series Warrant shall reset upon exercise to the midpoint between the initial price and the lowest such Weighted-Average Price, but not below $6.71 per share. The exercise price may be adjusted only once pursuant to this mechanism.

F1: On January 13, 2026, pursuant to a registered direct offering by the Issuer, Flagship Pioneering Fund VII, L.P. ("Flagship Fund VII") acquired warrants to purchase an aggregate of 4,470,936 shares of Common Stock, consisting of (i) Pre-Funded Warrants to purchase 2,235,468 shares of Common Stock, (ii) Series 1 Warrants to purchase 1,117,734 shares of Common Stock and (iii) Series 2 Warrants to purchase 1,117,734 shares of Common Stock (together with the Series 1 Warrants, the "Series Warrants"). The securities were acquired for a purchase price of $6.7099 per Pre-Funded Warrant and accompanying Series Warrants.

F2: Securities held by Flagship Fund VII. Flagship Pioneering Fund VII General Partner LLC ("Flagship Fund VII GP") is the general partner of Flagship Fund VII. Flagship Pioneering, LLC (f/k/a Flagship Pioneering, Inc., "Flagship Pioneering") is the manager of Flagship Fund VII 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.

Filing footnotes · ownership attribution and instrument terms

F1: On January 13, 2026, pursuant to a registered direct offering by the Issuer, Flagship Pioneering Fund VII, L.P. ("Flagship Fund VII") acquired warrants to purchase an aggregate of 4,470,936 shares of Common Stock, consisting of (i) Pre-Funded Warrants to purchase 2,235,468 shares of Common Stock, (ii) Series 1 Warrants to purchase 1,117,734 shares of Common Stock and (iii) Series 2 Warrants to purchase 1,117,734 shares of Common Stock (together with the Series 1 Warrants, the "Series Warrants"). The securities were acquired for a purchase price of $6.7099 per Pre-Funded Warrant and accompanying Series Warrants.

F2: Securities held by Flagship Fund VII. Flagship Pioneering Fund VII General Partner LLC ("Flagship Fund VII GP") is the general partner of Flagship Fund VII. Flagship Pioneering, LLC (f/k/a Flagship Pioneering, Inc., "Flagship Pioneering") is the manager of Flagship Fund VII 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.

F3: The Series Warrants are exercisable at an initial price of $13.42 per Series 1 Warrant and $20.13 per Series 2 Warrant. Subject to certain exclusions, if prior to June 30, 2027, the Company issues capital stock or securities convertible into or exercisable for capital stock in one or more related transactions primarily for capital raising at a weighted-average common stock equivalent price (the "Weighted-Average Price") below $13.42 per share, the exercise price of a Series Warrant shall reset upon exercise to the midpoint between the initial price and the lowest such Weighted-Average Price, but not below $6.71 per share. The exercise price may be adjusted only once pursuant to this mechanism.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeIndirectBy Flagship Pioneering Fund VI, L.P.12,723,940 Reported balance After 2026-03-02 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2026-03-02 · Conversion · Acquired 12,723,940 · Balance 12,723,940

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.

Common StockSEC Table I · non-derivativeIndirectBy Flagship Pioneering Fund VII, L.P.15,264,724 Last balance in matching sequence After 2026-03-02 transaction · row 6 Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rows

Row 2 · 2026-03-02 · Conversion · Acquired 13,702,224 · Balance 13,702,224

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.

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.

Row 6 · 2026-03-02 · Purchase · Acquired 1,562,500 · Balance 15,264,724

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.

Common StockSEC Table I · non-derivativeIndirectBy Nutritional Health LTP Fund, L.P.987,491 Reported balance After 2026-03-02 transaction · row 3 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 3 · 2026-03-02 · Conversion · Acquired 987,491 · Balance 987,491

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.

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.

Common StockSEC Table I · non-derivativeIndirectBy Flagship Pioneering Special Opportunities Fund II, L.P.2,777,752 Reported balance After 2026-03-02 transaction · row 4 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 4 · 2026-03-02 · Conversion · Acquired 2,777,752 · Balance 2,777,752

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.

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.

Common StockSEC Table I · non-derivativeIndirectBy FPN II, L.P.4,340,252 Last balance in matching sequence After 2026-03-02 transaction · row 7 Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rows

Row 5 · 2026-03-02 · Conversion · Acquired 2,777,752 · Balance 2,777,752

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.

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.

Row 7 · 2026-03-02 · Purchase · Acquired 1,562,500 · Balance 4,340,252

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.

Common StockSEC Table I · non-derivativeIndirectBy Pioneering Medicines 02, LLC1,562,500 Reported balance After 2026-03-02 transaction · row 8 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 8 · 2026-03-02 · Purchase · Acquired 1,562,500 · Balance 1,562,500

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.

Stock Option (Right to Buy)SEC Table II · derivative / convertible security · Conversion / exercise price $16.00 · Expires 2036-02-25Direct29,561 Reported balance After 2026-02-26 transaction · row 10 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 10 · 2026-02-26 · Grant · Acquired 29,561 · Balance 29,561

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.

Series A Preferred StockSEC Table II · derivative / convertible securityIndirectBy Flagship Pioneering Fund VI, L.P.0 Reported balance After 2026-03-02 transaction · row 11 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 11 · 2026-03-02 · Conversion · Disposed 18,483,785 · Balance 0

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.

Series A Preferred StockSEC Table II · derivative / convertible securityIndirectBy Flagship Pioneering Fund VII, L.P.0 Reported balance After 2026-03-02 transaction · row 12 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 12 · 2026-03-02 · Conversion · Disposed 17,016,215 · Balance 0

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.

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.

Series A Preferred StockSEC Table II · derivative / convertible securityIndirectBy Nutritional Health LTP Fund, L.P.0 Reported balance After 2026-03-02 transaction · row 13 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 13 · 2026-03-02 · Conversion · Disposed 1,500,000 · Balance 0

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.

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.

Series B Preferred StockSEC Table II · derivative / convertible securityIndirectBy Flagship Pioneering Fund VI, L.P.0 Reported balance After 2026-03-02 transaction · row 14 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 14 · 2026-03-02 · Conversion · Disposed 843,881 · Balance 0

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.

Series B Preferred StockSEC Table II · derivative / convertible securityIndirectBy Flagship Pioneering Fund VII, L.P.0 Reported balance After 2026-03-02 transaction · row 15 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 15 · 2026-03-02 · Conversion · Disposed 1,265,822 · Balance 0

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.

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.

Series B Preferred StockSEC Table II · derivative / convertible securityIndirectBy Flagship Pioneering Special Opportunities Fund II, L.P.0 Reported balance After 2026-03-02 transaction · row 16 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 16 · 2026-03-02 · Conversion · Disposed 2,953,586 · Balance 0

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.

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.

Series B Preferred StockSEC Table II · derivative / convertible securityIndirectBy FPN II, L.P.0 Reported balance After 2026-03-02 transaction · row 17 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 17 · 2026-03-02 · Conversion · Disposed 2,109,704 · Balance 0

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.

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.

Series C Preferred StockSEC Table II · derivative / convertible securityIndirectBy Flagship Pioneering Fund VII, L.P.0 Reported balance After 2026-03-02 transaction · row 18 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 18 · 2026-03-02 · Conversion · Disposed 2,531,644 · Balance 0

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.

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.

Series C Preferred StockSEC Table II · derivative / convertible securityIndirectBy Flagship Pioneering Special Opportunities Fund II, L.P.0 Reported balance After 2026-03-02 transaction · row 19 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 19 · 2026-03-02 · Conversion · Disposed 1,265,822 · Balance 0

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.

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.

Series C Preferred StockSEC Table II · derivative / convertible securityIndirectBy FPN II, L.P.0 Reported balance After 2026-03-02 transaction · row 20 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 20 · 2026-03-02 · Conversion · Disposed 2,109,704 · Balance 0

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.

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.

Common StockSEC Table I · non-derivativeIndirectBy Flagship VentureLabs VI, LLC25,016,458 Reported balance Holding disclosure · report date 2026-02-26 · row 9 Holding and transaction disclosures are not merged.
1 source row

Row 9 · Balance 25,016,458

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.

Filing footnotes · ownership attribution and instrument terms

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.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeIndirectSee Footnote1,545,852 Reported balance After 2019-03-04 transaction · row 2 Holding and transaction disclosures are not merged.
1 source row

Row 2 · 2019-03-04 · Conversion · Acquired 1,545,852 · Balance 1,545,852

F2: Each share of Series A Preferred Stock converted into shares of the Issuer's common stock, par value $0.001 ("Common Stock"), on a one-for-two basis upon the closing of the Issuer's initial public offering.

F3: Shares held by Flagship Fund V. Flagship Fund V GP is the general partner of Flagship Fund V. Noubar B. Afeyan, Ph.D. serves as sole manager of Flagship Fund V GP and may be deemed to possess sole voting and investment power with respect to all shares held by Flagship Fund V. Each of the reporting persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein.

Common StockSEC Table I · non-derivativeIndirectSee Footnote4,637,555 Reported balance After 2019-03-04 transaction · row 3 Holding and transaction disclosures are not merged.
1 source row

Row 3 · 2019-03-04 · Conversion · Acquired 4,637,555 · Balance 4,637,555

F2: Each share of Series A Preferred Stock converted into shares of the Issuer's common stock, par value $0.001 ("Common Stock"), on a one-for-two basis upon the closing of the Issuer's initial public offering.

F4: Shares held by Nutritional Health Disruptive Innovation Fund, L.P. ("Nutritional Innovation Fund"). Flagship Fund V GP is the general partner of Nutritional Innovation Fund. Noubar B. Afeyan, Ph.D. serves as sole manager of Flagship Fund V GP and may be deemed to possess sole voting and investment power with respect to all shares held by Nutritional Innovation Fund. Each of the reporting persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein.

Common StockSEC Table I · non-derivativeIndirectSee Footnote1,972,092 Reported balance After 2019-03-04 transaction · row 4 Holding and transaction disclosures are not merged.
1 source row

Row 4 · 2019-03-04 · Conversion · Acquired 426,240 · Balance 1,972,092

F5: Each share of Series A-1 Preferred Stock converted into shares of the Issuer's Common Stock on a one-for-two basis upon the closing of the Issuer's initial public offering.

F3: Shares held by Flagship Fund V. Flagship Fund V GP is the general partner of Flagship Fund V. Noubar B. Afeyan, Ph.D. serves as sole manager of Flagship Fund V GP and may be deemed to possess sole voting and investment power with respect to all shares held by Flagship Fund V. Each of the reporting persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein.

Common StockSEC Table I · non-derivativeIndirectSee Footnote639,360 Reported balance After 2019-03-04 transaction · row 5 Holding and transaction disclosures are not merged.
1 source row

Row 5 · 2019-03-04 · Conversion · Acquired 639,360 · Balance 639,360

F5: Each share of Series A-1 Preferred Stock converted into shares of the Issuer's Common Stock on a one-for-two basis upon the closing of the Issuer's initial public offering.

F6: Shares held by Nutritional Health Side Fund, L.P. ("Nutritional Health Side Fund"). Flagship Fund V GP is the general partner of Nutritional Health Side Fund. Noubar B. Afeyan, Ph.D. serves as sole manager of Flagship Fund V GP and may be deemed to possess sole voting and investment power with respect to all shares held by Nutritional Health Side Fund. Each of the reporting persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein.

Common StockSEC Table I · non-derivativeIndirectSee Footnote2,293,429 Reported balance After 2019-03-04 transaction · row 6 Holding and transaction disclosures are not merged.
1 source row

Row 6 · 2019-03-04 · Conversion · Acquired 321,337 · Balance 2,293,429

F7: Each share of Series B Preferred Stock converted into shares of the Issuer's Common Stock on a one-for-two basis upon the closing of the Issuer's initial public offering.

F3: Shares held by Flagship Fund V. Flagship Fund V GP is the general partner of Flagship Fund V. Noubar B. Afeyan, Ph.D. serves as sole manager of Flagship Fund V GP and may be deemed to possess sole voting and investment power with respect to all shares held by Flagship Fund V. Each of the reporting persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein.

Common StockSEC Table I · non-derivativeIndirectSee Footnote5,601,565 Reported balance After 2019-03-04 transaction · row 7 Holding and transaction disclosures are not merged.
1 source row

Row 7 · 2019-03-04 · Conversion · Acquired 964,010 · Balance 5,601,565

F7: Each share of Series B Preferred Stock converted into shares of the Issuer's Common Stock on a one-for-two basis upon the closing of the Issuer's initial public offering.

F4: Shares held by Nutritional Health Disruptive Innovation Fund, L.P. ("Nutritional Innovation Fund"). Flagship Fund V GP is the general partner of Nutritional Innovation Fund. Noubar B. Afeyan, Ph.D. serves as sole manager of Flagship Fund V GP and may be deemed to possess sole voting and investment power with respect to all shares held by Nutritional Innovation Fund. Each of the reporting persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein.

Common StockSEC Table I · non-derivativeIndirectSee Footnote1,285,347 Reported balance After 2019-03-04 transaction · row 8 Holding and transaction disclosures are not merged.
1 source row

Row 8 · 2019-03-04 · Conversion · Acquired 1,285,347 · Balance 1,285,347

F7: Each share of Series B Preferred Stock converted into shares of the Issuer's Common Stock on a one-for-two basis upon the closing of the Issuer's initial public offering.

F9: Shares held by Flagship Ventures Opportunities Fund I, L.P. ("Flagship Opportunities I"). Flagship Ventures Opportunities Fund I General Partner LLC ("Flagship Opportunities GP") is the general partner of Flagship Opportunities I. Noubar B. Afeyan, Ph.D. serves as sole manager of Flagship Opportunities GP and may be deemed to possess sole voting and investment power with respect to all shares held by Flagship Opportunities I. Each of the reporting persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein.

Common StockSEC Table I · non-derivativeIndirectSee Footnote6,227,190 Reported balance After 2019-03-04 transaction · row 9 Holding and transaction disclosures are not merged.
1 source row

Row 9 · 2019-03-04 · Conversion · Acquired 625,625 · Balance 6,227,190

F8: Each share of Series C Preferred Stock converted into shares of the Issuer's Common Stock on a one-for-two basis upon the closing of the Issuer's initial public offering.

F4: Shares held by Nutritional Health Disruptive Innovation Fund, L.P. ("Nutritional Innovation Fund"). Flagship Fund V GP is the general partner of Nutritional Innovation Fund. Noubar B. Afeyan, Ph.D. serves as sole manager of Flagship Fund V GP and may be deemed to possess sole voting and investment power with respect to all shares held by Nutritional Innovation Fund. Each of the reporting persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein.

Common StockSEC Table I · non-derivativeIndirectSee Footnote1,910,972 Reported balance After 2019-03-04 transaction · row 10 Holding and transaction disclosures are not merged.
1 source row

Row 10 · 2019-03-04 · Conversion · Acquired 625,625 · Balance 1,910,972

F8: Each share of Series C Preferred Stock converted into shares of the Issuer's Common Stock on a one-for-two basis upon the closing of the Issuer's initial public offering.

F9: Shares held by Flagship Ventures Opportunities Fund I, L.P. ("Flagship Opportunities I"). Flagship Ventures Opportunities Fund I General Partner LLC ("Flagship Opportunities GP") is the general partner of Flagship Opportunities I. Noubar B. Afeyan, Ph.D. serves as sole manager of Flagship Opportunities GP and may be deemed to possess sole voting and investment power with respect to all shares held by Flagship Opportunities I. Each of the reporting persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein.

Common StockSEC Table I · non-derivativeIndirectSee Footnote2,560,096 Reported balance After 2019-03-04 transaction · row 11 Holding and transaction disclosures are not merged.
1 source row

Row 11 · 2019-03-04 · Purchase · Acquired 266,667 · Balance 2,560,096

F3: Shares held by Flagship Fund V. Flagship Fund V GP is the general partner of Flagship Fund V. Noubar B. Afeyan, Ph.D. serves as sole manager of Flagship Fund V GP and may be deemed to possess sole voting and investment power with respect to all shares held by Flagship Fund V. Each of the reporting persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein.

Common StockSEC Table I · non-derivativeIndirectSee Footnote6,560,523 Reported balance After 2019-03-04 transaction · row 12 Holding and transaction disclosures are not merged.
1 source row

Row 12 · 2019-03-04 · Purchase · Acquired 333,333 · Balance 6,560,523

F4: Shares held by Nutritional Health Disruptive Innovation Fund, L.P. ("Nutritional Innovation Fund"). Flagship Fund V GP is the general partner of Nutritional Innovation Fund. Noubar B. Afeyan, Ph.D. serves as sole manager of Flagship Fund V GP and may be deemed to possess sole voting and investment power with respect to all shares held by Nutritional Innovation Fund. Each of the reporting persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein.

Common StockSEC Table I · non-derivativeIndirectSee Footnote2,244,305 Reported balance After 2019-03-04 transaction · row 13 Holding and transaction disclosures are not merged.
1 source row

Row 13 · 2019-03-04 · Purchase · Acquired 333,333 · Balance 2,244,305

F9: Shares held by Flagship Ventures Opportunities Fund I, L.P. ("Flagship Opportunities I"). Flagship Ventures Opportunities Fund I General Partner LLC ("Flagship Opportunities GP") is the general partner of Flagship Opportunities I. Noubar B. Afeyan, Ph.D. serves as sole manager of Flagship Opportunities GP and may be deemed to possess sole voting and investment power with respect to all shares held by Flagship Opportunities I. Each of the reporting persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein.

Common StockSEC Table I · non-derivativeIndirectSee Footnote2,500,000 Reported balance Holding disclosure · report date 2019-03-04 · row 1 Holding and transaction disclosures are not merged.
1 source row

Row 1 · Balance 2,500,000

F1: Shares held by Flagship VentureLabs V LLC ("VentureLabs V"). Flagship Ventures Fund V, L.P. ("Flagship Fund V") is a member of VentureLabs V. Flagship Ventures Fund V General Partner LLC ("Flagship Fund V GP") is the general partner of Flagship Fund V. Flagship VentureLabs V Manager LLC ("VentureLabs V Manager") serves as manager of VentureLabs V. Flagship Pioneering, Inc. ("Flagship Pioneering") is the manager of VentureLabs V Manager. Noubar B. Afeyan, Ph.D. serves as sole manager of Flagship Fund V GP and as sole director of Flagship Pioneering. Each of these entities and Noubar B. Afeyan, Ph.D. may be deemed to share voting and investment power with respect to all shares held by VentureLabs V. Each of the reporting persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein.

Series A Preferred StockSEC Table II · derivative / convertible securityIndirectSee Footnote0 Reported balance After 2019-03-04 transaction · row 14 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 14 · 2019-03-04 · Conversion · Disposed 3,091,704 · Balance 0

F2: Each share of Series A Preferred Stock converted into shares of the Issuer's common stock, par value $0.001 ("Common Stock"), on a one-for-two basis upon the closing of the Issuer's initial public offering.

F3: Shares held by Flagship Fund V. Flagship Fund V GP is the general partner of Flagship Fund V. Noubar B. Afeyan, Ph.D. serves as sole manager of Flagship Fund V GP and may be deemed to possess sole voting and investment power with respect to all shares held by Flagship Fund V. Each of the reporting persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein.

Series A Preferred StockSEC Table II · derivative / convertible securityIndirectSee Footnote0 Reported balance After 2019-03-04 transaction · row 15 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 15 · 2019-03-04 · Conversion · Disposed 9,275,111 · Balance 0

F2: Each share of Series A Preferred Stock converted into shares of the Issuer's common stock, par value $0.001 ("Common Stock"), on a one-for-two basis upon the closing of the Issuer's initial public offering.

F4: Shares held by Nutritional Health Disruptive Innovation Fund, L.P. ("Nutritional Innovation Fund"). Flagship Fund V GP is the general partner of Nutritional Innovation Fund. Noubar B. Afeyan, Ph.D. serves as sole manager of Flagship Fund V GP and may be deemed to possess sole voting and investment power with respect to all shares held by Nutritional Innovation Fund. Each of the reporting persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein.

Series A-1 Preferred StockSEC Table II · derivative / convertible securityIndirectSee Footnote0 Reported balance After 2019-03-04 transaction · row 16 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 16 · 2019-03-04 · Conversion · Disposed 852,480 · Balance 0

F5: Each share of Series A-1 Preferred Stock converted into shares of the Issuer's Common Stock on a one-for-two basis upon the closing of the Issuer's initial public offering.

F3: Shares held by Flagship Fund V. Flagship Fund V GP is the general partner of Flagship Fund V. Noubar B. Afeyan, Ph.D. serves as sole manager of Flagship Fund V GP and may be deemed to possess sole voting and investment power with respect to all shares held by Flagship Fund V. Each of the reporting persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein.

Series A-1 Preferred StockSEC Table II · derivative / convertible securityIndirectSee Footnote0 Reported balance After 2019-03-04 transaction · row 17 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 17 · 2019-03-04 · Conversion · Disposed 1,278,720 · Balance 0

F5: Each share of Series A-1 Preferred Stock converted into shares of the Issuer's Common Stock on a one-for-two basis upon the closing of the Issuer's initial public offering.

F6: Shares held by Nutritional Health Side Fund, L.P. ("Nutritional Health Side Fund"). Flagship Fund V GP is the general partner of Nutritional Health Side Fund. Noubar B. Afeyan, Ph.D. serves as sole manager of Flagship Fund V GP and may be deemed to possess sole voting and investment power with respect to all shares held by Nutritional Health Side Fund. Each of the reporting persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein.

Series B Preferred StockSEC Table II · derivative / convertible securityIndirectSee Footnote0 Reported balance After 2019-03-04 transaction · row 18 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 18 · 2019-03-04 · Conversion · Disposed 642,674 · Balance 0

F7: Each share of Series B Preferred Stock converted into shares of the Issuer's Common Stock on a one-for-two basis upon the closing of the Issuer's initial public offering.

F3: Shares held by Flagship Fund V. Flagship Fund V GP is the general partner of Flagship Fund V. Noubar B. Afeyan, Ph.D. serves as sole manager of Flagship Fund V GP and may be deemed to possess sole voting and investment power with respect to all shares held by Flagship Fund V. Each of the reporting persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein.

Series B Preferred StockSEC Table II · derivative / convertible securityIndirectSee Footnote0 Reported balance After 2019-03-04 transaction · row 19 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 19 · 2019-03-04 · Conversion · Disposed 1,928,021 · Balance 0

F7: Each share of Series B Preferred Stock converted into shares of the Issuer's Common Stock on a one-for-two basis upon the closing of the Issuer's initial public offering.

F4: Shares held by Nutritional Health Disruptive Innovation Fund, L.P. ("Nutritional Innovation Fund"). Flagship Fund V GP is the general partner of Nutritional Innovation Fund. Noubar B. Afeyan, Ph.D. serves as sole manager of Flagship Fund V GP and may be deemed to possess sole voting and investment power with respect to all shares held by Nutritional Innovation Fund. Each of the reporting persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein.

Series B Preferred StockSEC Table II · derivative / convertible securityIndirectSee Footnote0 Reported balance After 2019-03-04 transaction · row 20 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 20 · 2019-03-04 · Conversion · Disposed 2,570,694 · Balance 0

F7: Each share of Series B Preferred Stock converted into shares of the Issuer's Common Stock on a one-for-two basis upon the closing of the Issuer's initial public offering.

F9: Shares held by Flagship Ventures Opportunities Fund I, L.P. ("Flagship Opportunities I"). Flagship Ventures Opportunities Fund I General Partner LLC ("Flagship Opportunities GP") is the general partner of Flagship Opportunities I. Noubar B. Afeyan, Ph.D. serves as sole manager of Flagship Opportunities GP and may be deemed to possess sole voting and investment power with respect to all shares held by Flagship Opportunities I. Each of the reporting persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein.

Series C Preferred StockSEC Table II · derivative / convertible securityIndirectSee Footnote0 Reported balance After 2019-03-04 transaction · row 21 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 21 · 2019-03-04 · Conversion · Disposed 1,251,251 · Balance 0

F8: Each share of Series C Preferred Stock converted into shares of the Issuer's Common Stock on a one-for-two basis upon the closing of the Issuer's initial public offering.

F4: Shares held by Nutritional Health Disruptive Innovation Fund, L.P. ("Nutritional Innovation Fund"). Flagship Fund V GP is the general partner of Nutritional Innovation Fund. Noubar B. Afeyan, Ph.D. serves as sole manager of Flagship Fund V GP and may be deemed to possess sole voting and investment power with respect to all shares held by Nutritional Innovation Fund. Each of the reporting persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein.

Series C Preferred StockSEC Table II · derivative / convertible securityIndirectSee Footnote0 Reported balance After 2019-03-04 transaction · row 22 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 22 · 2019-03-04 · Conversion · Disposed 1,251,251 · Balance 0

F8: Each share of Series C Preferred Stock converted into shares of the Issuer's Common Stock on a one-for-two basis upon the closing of the Issuer's initial public offering.

F9: Shares held by Flagship Ventures Opportunities Fund I, L.P. ("Flagship Opportunities I"). Flagship Ventures Opportunities Fund I General Partner LLC ("Flagship Opportunities GP") is the general partner of Flagship Opportunities I. Noubar B. Afeyan, Ph.D. serves as sole manager of Flagship Opportunities GP and may be deemed to possess sole voting and investment power with respect to all shares held by Flagship Opportunities I. Each of the reporting persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein.

Filing footnotes · ownership attribution and instrument terms

F1: Shares held by Flagship VentureLabs V LLC ("VentureLabs V"). Flagship Ventures Fund V, L.P. ("Flagship Fund V") is a member of VentureLabs V. Flagship Ventures Fund V General Partner LLC ("Flagship Fund V GP") is the general partner of Flagship Fund V. Flagship VentureLabs V Manager LLC ("VentureLabs V Manager") serves as manager of VentureLabs V. Flagship Pioneering, Inc. ("Flagship Pioneering") is the manager of VentureLabs V Manager. Noubar B. Afeyan, Ph.D. serves as sole manager of Flagship Fund V GP and as sole director of Flagship Pioneering. Each of these entities and Noubar B. Afeyan, Ph.D. may be deemed to share voting and investment power with respect to all shares held by VentureLabs V. Each of the reporting persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein.

F2: Each share of Series A Preferred Stock converted into shares of the Issuer's common stock, par value $0.001 ("Common Stock"), on a one-for-two basis upon the closing of the Issuer's initial public offering.

F3: Shares held by Flagship Fund V. Flagship Fund V GP is the general partner of Flagship Fund V. Noubar B. Afeyan, Ph.D. serves as sole manager of Flagship Fund V GP and may be deemed to possess sole voting and investment power with respect to all shares held by Flagship Fund V. Each of the reporting persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein.

F4: Shares held by Nutritional Health Disruptive Innovation Fund, L.P. ("Nutritional Innovation Fund"). Flagship Fund V GP is the general partner of Nutritional Innovation Fund. Noubar B. Afeyan, Ph.D. serves as sole manager of Flagship Fund V GP and may be deemed to possess sole voting and investment power with respect to all shares held by Nutritional Innovation Fund. Each of the reporting persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein.

F5: Each share of Series A-1 Preferred Stock converted into shares of the Issuer's Common Stock on a one-for-two basis upon the closing of the Issuer's initial public offering.

F6: Shares held by Nutritional Health Side Fund, L.P. ("Nutritional Health Side Fund"). Flagship Fund V GP is the general partner of Nutritional Health Side Fund. Noubar B. Afeyan, Ph.D. serves as sole manager of Flagship Fund V GP and may be deemed to possess sole voting and investment power with respect to all shares held by Nutritional Health Side Fund. Each of the reporting persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein.

F7: Each share of Series B Preferred Stock converted into shares of the Issuer's Common Stock on a one-for-two basis upon the closing of the Issuer's initial public offering.

F8: Each share of Series C Preferred Stock converted into shares of the Issuer's Common Stock on a one-for-two basis upon the closing of the Issuer's initial public offering.

F9: Shares held by Flagship Ventures Opportunities Fund I, L.P. ("Flagship Opportunities I"). Flagship Ventures Opportunities Fund I General Partner LLC ("Flagship Opportunities GP") is the general partner of Flagship Opportunities I. Noubar B. Afeyan, Ph.D. serves as sole manager of Flagship Opportunities GP and may be deemed to possess sole voting and investment power with respect to all shares held by Flagship Opportunities I. Each of the reporting persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeIndirectBy: Flagship Ventures Fund IV, LP37,874,424 Last balance in matching sequence After 2018-12-11 transaction · row 7 Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
4 source rows

Row 1 · 2018-12-11 · Conversion · Acquired 7,292,145 · Balance 7,292,145

F5: The Series A Preferred Stock converted into shares of the Issuer's common stock, $0.0001 par value per share ("Common Stock") based on an applicable conversion ratio of 0.45576 upon the closing of the Issuer's initial public offering on December 11, 2018. The Series A Preferred Stock had no expiration date.

F1: Shares held by Flagship Ventures Fund IV, L.P. ("Flagship Fund IV"). Flagship Ventures Fund IV General Partner LLC ("Flagship Fund IV GP") is the general partner of Flagship Fund IV. Noubar B. Afeyan, Ph.D. and Edwin M. Kania, Jr. are the managers of Flagship Fund IV GP. While Mr. Kania is retired from Flagship Pioneering, Inc. ("Pioneering"), he continues to serve as a manager of Flagship Fund IV GP. Each of the reporting persons except for Flagship Fund IV disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

Row 3 · 2018-12-11 · Conversion · Acquired 24,782,551 · Balance 32,074,696

F6: The Series B Preferred Stock converted into Common Stock based on an applicable conversion ratio of 0.45457 upon the closing of the Issuer's initial public offering on December 11, 2018. The Series B Preferred Stock had no expiration date.

F1: Shares held by Flagship Ventures Fund IV, L.P. ("Flagship Fund IV"). Flagship Ventures Fund IV General Partner LLC ("Flagship Fund IV GP") is the general partner of Flagship Fund IV. Noubar B. Afeyan, Ph.D. and Edwin M. Kania, Jr. are the managers of Flagship Fund IV GP. While Mr. Kania is retired from Flagship Pioneering, Inc. ("Pioneering"), he continues to serve as a manager of Flagship Fund IV GP. Each of the reporting persons except for Flagship Fund IV disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

Row 5 · 2018-12-11 · Conversion · Acquired 5,713,739 · Balance 37,788,435

F7: The Series C Preferred Stock converted into Common Stock based on an applicable conversion ratio of 0.45853 upon the closing of the Issuer's initial public offering on December 11, 2018. The Series C Preferred Stock had no expiration date.

F1: Shares held by Flagship Ventures Fund IV, L.P. ("Flagship Fund IV"). Flagship Ventures Fund IV General Partner LLC ("Flagship Fund IV GP") is the general partner of Flagship Fund IV. Noubar B. Afeyan, Ph.D. and Edwin M. Kania, Jr. are the managers of Flagship Fund IV GP. While Mr. Kania is retired from Flagship Pioneering, Inc. ("Pioneering"), he continues to serve as a manager of Flagship Fund IV GP. Each of the reporting persons except for Flagship Fund IV disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

Row 7 · 2018-12-11 · Conversion · Acquired 85,989 · Balance 37,874,424

F8: The Series D Preferred Stock converted into Common Stock based on an applicable conversion ratio of 0.45854 upon the closing of the Issuer's initial public offering on December 11, 2018. The Series D Preferred Stock had no expiration date.

F1: Shares held by Flagship Ventures Fund IV, L.P. ("Flagship Fund IV"). Flagship Ventures Fund IV General Partner LLC ("Flagship Fund IV GP") is the general partner of Flagship Fund IV. Noubar B. Afeyan, Ph.D. and Edwin M. Kania, Jr. are the managers of Flagship Fund IV GP. While Mr. Kania is retired from Flagship Pioneering, Inc. ("Pioneering"), he continues to serve as a manager of Flagship Fund IV GP. Each of the reporting persons except for Flagship Fund IV disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

Common StockSEC Table I · non-derivativeIndirectBy: Flagship Ventures Fund IV-Rx, LP9,468,596 Last balance in matching sequence After 2018-12-11 transaction · row 8 Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
4 source rows

Row 2 · 2018-12-11 · Conversion · Acquired 1,823,036 · Balance 1,823,036

F5: The Series A Preferred Stock converted into shares of the Issuer's common stock, $0.0001 par value per share ("Common Stock") based on an applicable conversion ratio of 0.45576 upon the closing of the Issuer's initial public offering on December 11, 2018. The Series A Preferred Stock had no expiration date.

F2: Shares held by Flagship Ventures Fund IV-Rx, L.P. ("Flagship Fund IV-Rx"). Flagship Fund IV GP is the general partner of Flagship Fund IV-Rx. While Mr. Kania is retired from Pioneering he continues to serve as a manager of the Flagship Fund IV GP. Each of the reporting persons except for Flagship Fund IV-Rx disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

Row 4 · 2018-12-11 · Conversion · Acquired 6,195,632 · Balance 8,018,668

F6: The Series B Preferred Stock converted into Common Stock based on an applicable conversion ratio of 0.45457 upon the closing of the Issuer's initial public offering on December 11, 2018. The Series B Preferred Stock had no expiration date.

F2: Shares held by Flagship Ventures Fund IV-Rx, L.P. ("Flagship Fund IV-Rx"). Flagship Fund IV GP is the general partner of Flagship Fund IV-Rx. While Mr. Kania is retired from Pioneering he continues to serve as a manager of the Flagship Fund IV GP. Each of the reporting persons except for Flagship Fund IV-Rx disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

Row 6 · 2018-12-11 · Conversion · Acquired 1,428,432 · Balance 9,447,100

F7: The Series C Preferred Stock converted into Common Stock based on an applicable conversion ratio of 0.45853 upon the closing of the Issuer's initial public offering on December 11, 2018. The Series C Preferred Stock had no expiration date.

F2: Shares held by Flagship Ventures Fund IV-Rx, L.P. ("Flagship Fund IV-Rx"). Flagship Fund IV GP is the general partner of Flagship Fund IV-Rx. While Mr. Kania is retired from Pioneering he continues to serve as a manager of the Flagship Fund IV GP. Each of the reporting persons except for Flagship Fund IV-Rx disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

Row 8 · 2018-12-11 · Conversion · Acquired 21,496 · Balance 9,468,596

F8: The Series D Preferred Stock converted into Common Stock based on an applicable conversion ratio of 0.45854 upon the closing of the Issuer's initial public offering on December 11, 2018. The Series D Preferred Stock had no expiration date.

F2: Shares held by Flagship Ventures Fund IV-Rx, L.P. ("Flagship Fund IV-Rx"). Flagship Fund IV GP is the general partner of Flagship Fund IV-Rx. While Mr. Kania is retired from Pioneering he continues to serve as a manager of the Flagship Fund IV GP. Each of the reporting persons except for Flagship Fund IV-Rx disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

Series A Preferred StockSEC Table II · derivative / convertible securityIndirectBy: Flagship Ventures Fund IV, LP0 Reported balance After 2018-12-11 transaction · row 11 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 11 · 2018-12-11 · Conversion · Disposed 7,292,145 · Balance 0

F5: The Series A Preferred Stock converted into shares of the Issuer's common stock, $0.0001 par value per share ("Common Stock") based on an applicable conversion ratio of 0.45576 upon the closing of the Issuer's initial public offering on December 11, 2018. The Series A Preferred Stock had no expiration date.

F1: Shares held by Flagship Ventures Fund IV, L.P. ("Flagship Fund IV"). Flagship Ventures Fund IV General Partner LLC ("Flagship Fund IV GP") is the general partner of Flagship Fund IV. Noubar B. Afeyan, Ph.D. and Edwin M. Kania, Jr. are the managers of Flagship Fund IV GP. While Mr. Kania is retired from Flagship Pioneering, Inc. ("Pioneering"), he continues to serve as a manager of Flagship Fund IV GP. Each of the reporting persons except for Flagship Fund IV disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

Series A Preferred StockSEC Table II · derivative / convertible securityIndirectBy: Flagship Ventures Fund IV-Rx, LP0 Reported balance After 2018-12-11 transaction · row 12 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 12 · 2018-12-11 · Conversion · Disposed 1,823,036 · Balance 0

F5: The Series A Preferred Stock converted into shares of the Issuer's common stock, $0.0001 par value per share ("Common Stock") based on an applicable conversion ratio of 0.45576 upon the closing of the Issuer's initial public offering on December 11, 2018. The Series A Preferred Stock had no expiration date.

F2: Shares held by Flagship Ventures Fund IV-Rx, L.P. ("Flagship Fund IV-Rx"). Flagship Fund IV GP is the general partner of Flagship Fund IV-Rx. While Mr. Kania is retired from Pioneering he continues to serve as a manager of the Flagship Fund IV GP. Each of the reporting persons except for Flagship Fund IV-Rx disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

Series B Preferred StockSEC Table II · derivative / convertible securityIndirectBy: Flagship Ventures Fund IV, LP0 Reported balance After 2018-12-11 transaction · row 13 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 13 · 2018-12-11 · Conversion · Disposed 24,782,551 · Balance 0

F6: The Series B Preferred Stock converted into Common Stock based on an applicable conversion ratio of 0.45457 upon the closing of the Issuer's initial public offering on December 11, 2018. The Series B Preferred Stock had no expiration date.

F1: Shares held by Flagship Ventures Fund IV, L.P. ("Flagship Fund IV"). Flagship Ventures Fund IV General Partner LLC ("Flagship Fund IV GP") is the general partner of Flagship Fund IV. Noubar B. Afeyan, Ph.D. and Edwin M. Kania, Jr. are the managers of Flagship Fund IV GP. While Mr. Kania is retired from Flagship Pioneering, Inc. ("Pioneering"), he continues to serve as a manager of Flagship Fund IV GP. Each of the reporting persons except for Flagship Fund IV disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

Series B Preferred StockSEC Table II · derivative / convertible securityIndirectBy: Flagship Ventures Fund IV-Rx, LP0 Reported balance After 2018-12-11 transaction · row 14 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 14 · 2018-12-11 · Conversion · Disposed 6,195,632 · Balance 0

F6: The Series B Preferred Stock converted into Common Stock based on an applicable conversion ratio of 0.45457 upon the closing of the Issuer's initial public offering on December 11, 2018. The Series B Preferred Stock had no expiration date.

F2: Shares held by Flagship Ventures Fund IV-Rx, L.P. ("Flagship Fund IV-Rx"). Flagship Fund IV GP is the general partner of Flagship Fund IV-Rx. While Mr. Kania is retired from Pioneering he continues to serve as a manager of the Flagship Fund IV GP. Each of the reporting persons except for Flagship Fund IV-Rx disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

Series C Preferred StockSEC Table II · derivative / convertible securityIndirectBy: Flagship Ventures Fund IV, LP0 Reported balance After 2018-12-11 transaction · row 15 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 15 · 2018-12-11 · Conversion · Disposed 5,713,739 · Balance 0

F7: The Series C Preferred Stock converted into Common Stock based on an applicable conversion ratio of 0.45853 upon the closing of the Issuer's initial public offering on December 11, 2018. The Series C Preferred Stock had no expiration date.

F1: Shares held by Flagship Ventures Fund IV, L.P. ("Flagship Fund IV"). Flagship Ventures Fund IV General Partner LLC ("Flagship Fund IV GP") is the general partner of Flagship Fund IV. Noubar B. Afeyan, Ph.D. and Edwin M. Kania, Jr. are the managers of Flagship Fund IV GP. While Mr. Kania is retired from Flagship Pioneering, Inc. ("Pioneering"), he continues to serve as a manager of Flagship Fund IV GP. Each of the reporting persons except for Flagship Fund IV disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

Series C Preferred StockSEC Table II · derivative / convertible securityIndirectBy: Flagship Ventures Fund IV-Rx, LP0 Reported balance After 2018-12-11 transaction · row 16 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 16 · 2018-12-11 · Conversion · Disposed 1,428,432 · Balance 0

F7: The Series C Preferred Stock converted into Common Stock based on an applicable conversion ratio of 0.45853 upon the closing of the Issuer's initial public offering on December 11, 2018. The Series C Preferred Stock had no expiration date.

F2: Shares held by Flagship Ventures Fund IV-Rx, L.P. ("Flagship Fund IV-Rx"). Flagship Fund IV GP is the general partner of Flagship Fund IV-Rx. While Mr. Kania is retired from Pioneering he continues to serve as a manager of the Flagship Fund IV GP. Each of the reporting persons except for Flagship Fund IV-Rx disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

Series D Preferred StockSEC Table II · derivative / convertible securityIndirectBy: Flagship Ventures Fund IV, LP0 Reported balance After 2018-12-11 transaction · row 17 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 17 · 2018-12-11 · Conversion · Disposed 85,989 · Balance 0

F8: The Series D Preferred Stock converted into Common Stock based on an applicable conversion ratio of 0.45854 upon the closing of the Issuer's initial public offering on December 11, 2018. The Series D Preferred Stock had no expiration date.

F1: Shares held by Flagship Ventures Fund IV, L.P. ("Flagship Fund IV"). Flagship Ventures Fund IV General Partner LLC ("Flagship Fund IV GP") is the general partner of Flagship Fund IV. Noubar B. Afeyan, Ph.D. and Edwin M. Kania, Jr. are the managers of Flagship Fund IV GP. While Mr. Kania is retired from Flagship Pioneering, Inc. ("Pioneering"), he continues to serve as a manager of Flagship Fund IV GP. Each of the reporting persons except for Flagship Fund IV disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

Series D Preferred StockSEC Table II · derivative / convertible securityIndirectBy: Flagship Ventures Fund IV-Rx, LP0 Reported balance After 2018-12-11 transaction · row 18 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 18 · 2018-12-11 · Conversion · Disposed 21,496 · Balance 0

F8: The Series D Preferred Stock converted into Common Stock based on an applicable conversion ratio of 0.45854 upon the closing of the Issuer's initial public offering on December 11, 2018. The Series D Preferred Stock had no expiration date.

F2: Shares held by Flagship Ventures Fund IV-Rx, L.P. ("Flagship Fund IV-Rx"). Flagship Fund IV GP is the general partner of Flagship Fund IV-Rx. While Mr. Kania is retired from Pioneering he continues to serve as a manager of the Flagship Fund IV GP. Each of the reporting persons except for Flagship Fund IV-Rx disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

Common StockSEC Table I · non-derivativeIndirectBy: Flagship Venture Labs IV LLC11,460,435 Reported balance Holding disclosure · report date 2018-12-11 · row 9 Holding and transaction disclosures are not merged.
1 source row

Row 9 · Balance 11,460,435

F3: Shares held by Flagship VentureLabs IV LLC ("VentureLabs IV"). Flagship Fund IV is a member of VentureLabs IV and also serves as its manager. Flagship Fund IV GP is the general partner of Flagship Fund IV. Noubar B. Afeyan, Ph.D. and Edwin M. Kania, Jr. are the managers of Flagship Fund IV GP. While Mr. Kania is retired from Pioneering he continues to serve as a manager of the Flagship Fund IV GP. Each of the reporting persons except for VentureLabs IV disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

Common StockSEC Table I · non-derivativeIndirectBy: Flagship Pioneering, Inc.3,924 Reported balance Holding disclosure · report date 2018-12-11 · row 10 Holding and transaction disclosures are not merged.
1 source row

Row 10 · Balance 3,924

F4: Securities held by Pioneering. Noubar B. Afeyan, Ph.D. is the CEO and a stockholder of Pioneering. Each of the reporting persons except for Pioneering disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

Filing footnotes · ownership attribution and instrument terms

F1: Shares held by Flagship Ventures Fund IV, L.P. ("Flagship Fund IV"). Flagship Ventures Fund IV General Partner LLC ("Flagship Fund IV GP") is the general partner of Flagship Fund IV. Noubar B. Afeyan, Ph.D. and Edwin M. Kania, Jr. are the managers of Flagship Fund IV GP. While Mr. Kania is retired from Flagship Pioneering, Inc. ("Pioneering"), he continues to serve as a manager of Flagship Fund IV GP. Each of the reporting persons except for Flagship Fund IV disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

F2: Shares held by Flagship Ventures Fund IV-Rx, L.P. ("Flagship Fund IV-Rx"). Flagship Fund IV GP is the general partner of Flagship Fund IV-Rx. While Mr. Kania is retired from Pioneering he continues to serve as a manager of the Flagship Fund IV GP. Each of the reporting persons except for Flagship Fund IV-Rx disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

F3: Shares held by Flagship VentureLabs IV LLC ("VentureLabs IV"). Flagship Fund IV is a member of VentureLabs IV and also serves as its manager. Flagship Fund IV GP is the general partner of Flagship Fund IV. Noubar B. Afeyan, Ph.D. and Edwin M. Kania, Jr. are the managers of Flagship Fund IV GP. While Mr. Kania is retired from Pioneering he continues to serve as a manager of the Flagship Fund IV GP. Each of the reporting persons except for VentureLabs IV disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

F4: Securities held by Pioneering. Noubar B. Afeyan, Ph.D. is the CEO and a stockholder of Pioneering. Each of the reporting persons except for Pioneering disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

F5: The Series A Preferred Stock converted into shares of the Issuer's common stock, $0.0001 par value per share ("Common Stock") based on an applicable conversion ratio of 0.45576 upon the closing of the Issuer's initial public offering on December 11, 2018. The Series A Preferred Stock had no expiration date.

F6: The Series B Preferred Stock converted into Common Stock based on an applicable conversion ratio of 0.45457 upon the closing of the Issuer's initial public offering on December 11, 2018. The Series B Preferred Stock had no expiration date.

F7: The Series C Preferred Stock converted into Common Stock based on an applicable conversion ratio of 0.45853 upon the closing of the Issuer's initial public offering on December 11, 2018. The Series C Preferred Stock had no expiration date.

F8: The Series D Preferred Stock converted into Common Stock based on an applicable conversion ratio of 0.45854 upon the closing of the Issuer's initial public offering on December 11, 2018. The Series D Preferred Stock had no expiration date.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeIndirectBy Flagship Pioneering Special Opportunities Fund II, L.P.7,508,693 Reported balance After 2023-02-27 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2023-02-27 · Purchase · Acquired 1,993,986 · Balance 7,508,693

F1: On February 27, 2023, Flagship Pioneering Special Opportunities Fund II, L.P. ("Flagship Opportunities Fund II") and Flagship Pioneering Fund VII, L.P. ("Flagship Fund VII") purchased 1,993,986 shares and 1,329,324 shares, respectively, of the Issuer's Common Stock in a registered direct offering at a price of $5.78 per share pursuant to a Securities Purchase Agreement dated February 22, 2023.

F2: Represents shares held directly by 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, Inc. ("Flagship Pioneering") is the manager of Flagship Opportunities Fund II GP. Noubar B. Afeyan, Ph.D. is the Chief Executive Officer, sole shareholder and director of Flagship Pioneering. Each of the reporting persons except Flagship Opportunities Fund II disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.

Common StockSEC Table I · non-derivativeIndirectBy Flagship Pioneering Fund VII, L.P.1,329,324 Reported balance After 2023-02-27 transaction · row 2 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 2 · 2023-02-27 · Purchase · Acquired 1,329,324 · Balance 1,329,324

F1: On February 27, 2023, Flagship Pioneering Special Opportunities Fund II, L.P. ("Flagship Opportunities Fund II") and Flagship Pioneering Fund VII, L.P. ("Flagship Fund VII") purchased 1,993,986 shares and 1,329,324 shares, respectively, of the Issuer's Common Stock in a registered direct offering at a price of $5.78 per share pursuant to a Securities Purchase Agreement dated February 22, 2023.

F3: Represents shares held directly by 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.

Common StockSEC Table I · non-derivativeIndirectBy Flagship V VentureLabs Rx Fund, L.P.1,088,470 Reported balance Holding disclosure · report date 2023-02-27 · row 3 Holding and transaction disclosures are not merged.
1 source row

Row 3 · Balance 1,088,470

F4: Represents shares held directly by Flagship V VentureLabs Rx Fund, L.P. ("Flagship Fund V Rx"). Flagship Ventures Fund V General Partner LLC ("Flagship V GP") is the general partner of Flagship Fund V Rx. Dr. Afeyan is the sole manager of Flagship V 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.

Common StockSEC Table I · non-derivativeIndirectBy Flagship Ventures Fund V, L.P.5,896,386 Reported balance Holding disclosure · report date 2023-02-27 · row 4 Holding and transaction disclosures are not merged.
1 source row

Row 4 · Balance 5,896,386

F5: Represents shares held directly by Flagship Ventures Fund V, L.P. ("Flagship Fund V"). Flagship V GP is the general partner of Flagship Fund V. Each of the reporting persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.

Common StockSEC Table I · non-derivativeIndirectBy Flagship Pioneering Fund VI, L.P.8,617,413 Reported balance Holding disclosure · report date 2023-02-27 · row 5 Holding and transaction disclosures are not merged.
1 source row

Row 5 · Balance 8,617,413

F6: Represents shares held directly 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 is the manager of Flagship Fund VI 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.

Common StockSEC Table I · non-derivativeIndirectBy Nutritional Health LTP Fund, L.P.970,588 Reported balance Holding disclosure · report date 2023-02-27 · row 6 Holding and transaction disclosures are not merged.
1 source row

Row 6 · Balance 970,588

F7: Represents shares held directly 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.

Common StockSEC Table I · non-derivativeIndirectBy FPN, L.P.1,617,646 Reported balance Holding disclosure · report date 2023-02-27 · row 7 Holding and transaction disclosures are not merged.
1 source row

Row 7 · Balance 1,617,646

F8: Represents shares held directly by FPN, L.P. ("FPN Fund"). FPN General Partner LLC ("FPN GP") is the general partner of FPN 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.

Common StockSEC Table I · non-derivativeIndirectBy Flagship VentureLabs V, LLC2,197,059 Reported balance Holding disclosure · report date 2023-02-27 · row 8 Holding and transaction disclosures are not merged.
1 source row

Row 8 · Balance 2,197,059

F9: Represents shares held directly by Flagship VentureLabs V, LLC ("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. Each of the reporting persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.

Filing footnotes · ownership attribution and instrument terms

F1: On February 27, 2023, Flagship Pioneering Special Opportunities Fund II, L.P. ("Flagship Opportunities Fund II") and Flagship Pioneering Fund VII, L.P. ("Flagship Fund VII") purchased 1,993,986 shares and 1,329,324 shares, respectively, of the Issuer's Common Stock in a registered direct offering at a price of $5.78 per share pursuant to a Securities Purchase Agreement dated February 22, 2023.

F2: Represents shares held directly by 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, Inc. ("Flagship Pioneering") is the manager of Flagship Opportunities Fund II GP. Noubar B. Afeyan, Ph.D. is the Chief Executive Officer, sole shareholder and director of Flagship Pioneering. Each of the reporting persons except Flagship Opportunities Fund II disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.

F3: Represents shares held directly by 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: Represents shares held directly by Flagship V VentureLabs Rx Fund, L.P. ("Flagship Fund V Rx"). Flagship Ventures Fund V General Partner LLC ("Flagship V GP") is the general partner of Flagship Fund V Rx. Dr. Afeyan is the sole manager of Flagship V 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: Represents shares held directly by Flagship Ventures Fund V, L.P. ("Flagship Fund V"). Flagship V GP is the general partner of Flagship Fund V. 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: Represents shares held directly 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 is the manager of Flagship Fund VI 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: Represents shares held directly 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.

F8: Represents shares held directly by FPN, L.P. ("FPN Fund"). FPN General Partner LLC ("FPN GP") is the general partner of FPN 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.

F9: Represents shares held directly by Flagship VentureLabs V, LLC ("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. Each of the reporting persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.

Sana Biotechnology, Inc.

Report date February 12, 2024 · Filed February 14, 2024

Jointly reported with Afeyan Noubar

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Pre-Funded Warrants to purchase Common StockSEC Table II · derivative / convertible security · Conversion / exercise price $0.00IndirectBy Flagship Pioneering Fund VII, L.P.2,727,272 Reported balance After 2024-02-12 transaction · row 1 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 1 · 2024-02-12 · Purchase · Acquired 2,727,272 · Balance 2,727,272

F1: On February 12, 2024, pursuant to an underwritten public offering by the Issuer, Flagship Pioneering Fund VII, L.P. ("Flagship Fund VII") acquired pre-funded warrants to purchase 2,727,272 shares of Common Stock (the "Pre-Funded Warrants") at a purchase price of $5.4999 per Pre-Funded Warrant. The Pre-Funded Warrants do not have an expiration date.

F2: Shares held by Flagship Fund VII. Flagship Pioneering Fund VII General Partner LLC ("Flagship Fund VII GP") is the general partner of Flagship Fund VII. Flagship Pioneering, Inc. ("Flagship Pioneering") is the manager of Flagship Fund VII GP. Noubar B. Afeyan, Ph.D. is the Chief Executive Officer, sole shareholder and director of Flagship Pioneering. Each of the reporting persons except Flagship Fund VII disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.

Filing footnotes · ownership attribution and instrument terms

F1: On February 12, 2024, pursuant to an underwritten public offering by the Issuer, Flagship Pioneering Fund VII, L.P. ("Flagship Fund VII") acquired pre-funded warrants to purchase 2,727,272 shares of Common Stock (the "Pre-Funded Warrants") at a purchase price of $5.4999 per Pre-Funded Warrant. The Pre-Funded Warrants do not have an expiration date.

F2: Shares held by Flagship Fund VII. Flagship Pioneering Fund VII General Partner LLC ("Flagship Fund VII GP") is the general partner of Flagship Fund VII. Flagship Pioneering, Inc. ("Flagship Pioneering") is the manager of Flagship Fund VII GP. Noubar B. Afeyan, Ph.D. is the Chief Executive Officer, sole shareholder and director of Flagship Pioneering. Each of the reporting persons except Flagship Fund VII disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.

Seres Therapeutics, Inc.

Report date July 05, 2022 · Filed July 07, 2022

Jointly reported with Nutritional Health LTP Fund General Partner LLC, Nutritional Health LTP Fund, L.P., Afeyan Noubar

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeIndirectBy Nutritional Health LTP Fund, L.P.5,875,711 Reported balance After 2022-07-05 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2022-07-05 · Purchase · Acquired 2,912,748 · Balance 5,875,711

F1: On July 5, 2022, Nutritional Health LTP Fund, L.P. ("Nutritional LTP") and Flagship Pioneering Fund VII, L.P. ("Flagship Fund VII") acquired 2,912,748 shares and 5,825,495 shares, respectively, of the Issuer's Common Stock in a registered direct offering at a price of $3.15 per share.

F2: Shares held by Nutritional LTP. Nutritional Health LTP Fund General Partner LLC ("Nutritional LTP GP") is the general partner of Nutritional LTP. Noubar B. Afeyan, Ph.D. ("Dr. Afeyan") is the sole member and manager of Nutritional LTP GP. Each of the reporting persons except for Nutritional LTP disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

Common StockSEC Table I · non-derivativeIndirectBy Flagship Pioneering Fund VII, L.P.5,825,495 Reported balance After 2022-07-05 transaction · row 2 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 2 · 2022-07-05 · Purchase · Acquired 5,825,495 · Balance 5,825,495

F1: On July 5, 2022, Nutritional Health LTP Fund, L.P. ("Nutritional LTP") and Flagship Pioneering Fund VII, L.P. ("Flagship Fund VII") acquired 2,912,748 shares and 5,825,495 shares, respectively, of the Issuer's Common Stock in a registered direct offering at a price of $3.15 per share.

F3: Shares held by Flagship Fund VII. Flagship Pioneering Fund VII General Partner LLC ("Flagship Fund VII GP") is the general partner of Flagship Fund VII. Flagship Pioneering, Inc. ("Flagship Pioneering") is the manager of Flagship Fund VII GP. Dr. Afeyan is the Chief Executive Officer, sole shareholder and director 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.

Common StockSEC Table I · non-derivativeIndirectBy Flagship Ventures Fund IV, L.P.4,434,600 Reported balance Holding disclosure · report date 2022-07-05 · row 3 Holding and transaction disclosures are not merged.
1 source row

Row 3 · Balance 4,434,600

F4: Shares held by Flagship Ventures Fund IV, L.P. ("Flagship Fund IV"). Flagship Ventures Fund IV General Partner LLC ("Flagship Fund IV GP") is the general partner of Flagship Fund IV. Dr. Afeyan is the sole manager of Flagship Fund IV GP. Each of the reporting persons except for Flagship Fund IV disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

Common StockSEC Table I · non-derivativeIndirectBy Flagship Ventures Fund IV-Rx, L.P.1,283,282 Reported balance Holding disclosure · report date 2022-07-05 · row 4 Holding and transaction disclosures are not merged.
1 source row

Row 4 · Balance 1,283,282

F5: Shares held by Flagship Ventures Fund IV-Rx, L.P. ("Flagship Fund IV-Rx"). Flagship Fund IV GP is the general partner of Flagship Fund IV-Rx. Dr. Afeyan is the sole manager of Flagship Fund IV GP. Each of the reporting persons except for Flagship Fund IV-Rx disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

Common StockSEC Table I · non-derivativeIndirectBy Flagship Pioneering Fund VI, L.P.2,962,963 Reported balance Holding disclosure · report date 2022-07-05 · row 5 Holding and transaction disclosures are not merged.
1 source row

Row 5 · Balance 2,962,963

F6: Shares 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 is the manager of Flagship Fund VI GP. Dr. Afeyan is the CEO, sole shareholder and director of Flagship Pioneering. Each of the reporting persons except Flagship Fund VI disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

Common StockSEC Table I · non-derivativeIndirectBy Flagship VentureLabs IV LLC2,734,994 Reported balance Holding disclosure · report date 2022-07-05 · row 6 Holding and transaction disclosures are not merged.
1 source row

Row 6 · Balance 2,734,994

F7: Shares held by Flagship VentureLabs IV LLC ("VentureLabs IV"). Flagship Fund IV is a member of VentureLabs IV and also serves as its manager. Each of the reporting persons except VentureLabs IV disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

Common StockSEC Table I · non-derivativeIndirectBy Noubar B. Afeyan, Ph.D.376,018 Reported balance Holding disclosure · report date 2022-07-05 · row 7 Holding and transaction disclosures are not merged.
1 source row

Row 7 · Balance 376,018

F8: Shares held by Dr. Afeyan. Each of the reporting persons except for Dr. Afeyan disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein. Includes 12,853 shares held through a trust for the benefit of Dr. Afeyan's children. Dr. Afeyan disclaims Section 16 beneficial ownership of these shares except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares for Section 16 or any other purpose.

Filing footnotes · ownership attribution and instrument terms

F1: On July 5, 2022, Nutritional Health LTP Fund, L.P. ("Nutritional LTP") and Flagship Pioneering Fund VII, L.P. ("Flagship Fund VII") acquired 2,912,748 shares and 5,825,495 shares, respectively, of the Issuer's Common Stock in a registered direct offering at a price of $3.15 per share.

F2: Shares held by Nutritional LTP. Nutritional Health LTP Fund General Partner LLC ("Nutritional LTP GP") is the general partner of Nutritional LTP. Noubar B. Afeyan, Ph.D. ("Dr. Afeyan") is the sole member and manager of Nutritional LTP GP. Each of the reporting persons except for Nutritional LTP disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

F3: Shares held by Flagship Fund VII. Flagship Pioneering Fund VII General Partner LLC ("Flagship Fund VII GP") is the general partner of Flagship Fund VII. Flagship Pioneering, Inc. ("Flagship Pioneering") is the manager of Flagship Fund VII GP. Dr. Afeyan is the Chief Executive Officer, sole shareholder and director 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.

F4: Shares held by Flagship Ventures Fund IV, L.P. ("Flagship Fund IV"). Flagship Ventures Fund IV General Partner LLC ("Flagship Fund IV GP") is the general partner of Flagship Fund IV. Dr. Afeyan is the sole manager of Flagship Fund IV GP. Each of the reporting persons except for Flagship Fund IV disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

F5: Shares held by Flagship Ventures Fund IV-Rx, L.P. ("Flagship Fund IV-Rx"). Flagship Fund IV GP is the general partner of Flagship Fund IV-Rx. Dr. Afeyan is the sole manager of Flagship Fund IV GP. Each of the reporting persons except for Flagship Fund IV-Rx disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

F6: Shares 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 is the manager of Flagship Fund VI GP. Dr. Afeyan is the CEO, sole shareholder and director of Flagship Pioneering. Each of the reporting persons except Flagship Fund VI disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

F7: Shares held by Flagship VentureLabs IV LLC ("VentureLabs IV"). Flagship Fund IV is a member of VentureLabs IV and also serves as its manager. Each of the reporting persons except VentureLabs IV disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

F8: Shares held by Dr. Afeyan. Each of the reporting persons except for Dr. Afeyan disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein. Includes 12,853 shares held through a trust for the benefit of Dr. Afeyan's children. Dr. Afeyan disclaims Section 16 beneficial ownership of these shares except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares for Section 16 or any other purpose.

Past disclosures · reporting ended (1)

No longer tracked through insider filings. These historical balances do not imply present ownership or a zero position.

Section 16 reporting ended · disclosed 2023-08-15. Current position is not established by this disclosure.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeIndirectBy Flagship Ventures Fund V, L.P.0 Reported balance After 2023-08-11 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2023-08-11 · Other · Disposed 683,760 · Balance 0

F1: Pursuant to the terms of that certain Agreement and Plan of Merger by and among the Issuer, Eli Lilly and Company and Shenandoah Acquisition Corporation, dated as of June 28, 2023, these shares were tendered in exchange for (a) $14.92 per share and (b) one contingent value right per Share (each, a "CVR"), which represents the contractual right to receive up to three contingent payments for an aggregate of up to $111.64 per CVR, without interest and less any applicable tax withholding, upon the achievement of certain specified milestones.

F2: Effective May 22, 2023, the Issuer effected a 1-for-13 reverse stock split (the "Reverse Split") of its issued and outstanding shares of Common Stock. Cash was paid in lieu of any fractional shares resulting from the Reverse Split. The share amounts in this Form 4 have been adjusted for the Reverse Split.

F3: Represents shares held directly by Flagship Ventures Fund V, L.P. ("Flagship Fund V"). Flagship Ventures Fund V General Partner LLC ("Flagship V GP") is the general partner of Flagship Fund V. Noubar B. Afeyan, Ph.D. is the sole manager of Flagship V GP. Each of the reporting persons except Flagship Fund V disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.

Common StockSEC Table I · non-derivativeIndirectBy Flagship Pioneering Special Opportunities Fund II, L.P.0 Reported balance After 2023-08-11 transaction · row 2 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 2 · 2023-08-11 · Other · Disposed 113,960 · Balance 0

F1: Pursuant to the terms of that certain Agreement and Plan of Merger by and among the Issuer, Eli Lilly and Company and Shenandoah Acquisition Corporation, dated as of June 28, 2023, these shares were tendered in exchange for (a) $14.92 per share and (b) one contingent value right per Share (each, a "CVR"), which represents the contractual right to receive up to three contingent payments for an aggregate of up to $111.64 per CVR, without interest and less any applicable tax withholding, upon the achievement of certain specified milestones.

F2: Effective May 22, 2023, the Issuer effected a 1-for-13 reverse stock split (the "Reverse Split") of its issued and outstanding shares of Common Stock. Cash was paid in lieu of any fractional shares resulting from the Reverse Split. The share amounts in this Form 4 have been adjusted for the Reverse Split.

F4: Represents shares held directly 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, Inc. ("Flagship Pioneering") is the manager of Flagship Opportunities Fund II GP. Noubar B. Afeyan, Ph.D. is the CEO and sole stockholder of Flagship Pioneering. Each of the reporting persons except Flagship Opportunities Fund II disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.

Filing footnotes · ownership attribution and instrument terms

F1: Pursuant to the terms of that certain Agreement and Plan of Merger by and among the Issuer, Eli Lilly and Company and Shenandoah Acquisition Corporation, dated as of June 28, 2023, these shares were tendered in exchange for (a) $14.92 per share and (b) one contingent value right per Share (each, a "CVR"), which represents the contractual right to receive up to three contingent payments for an aggregate of up to $111.64 per CVR, without interest and less any applicable tax withholding, upon the achievement of certain specified milestones.

F2: Effective May 22, 2023, the Issuer effected a 1-for-13 reverse stock split (the "Reverse Split") of its issued and outstanding shares of Common Stock. Cash was paid in lieu of any fractional shares resulting from the Reverse Split. The share amounts in this Form 4 have been adjusted for the Reverse Split.

F3: Represents shares held directly by Flagship Ventures Fund V, L.P. ("Flagship Fund V"). Flagship Ventures Fund V General Partner LLC ("Flagship V GP") is the general partner of Flagship Fund V. Noubar B. Afeyan, Ph.D. is the sole manager of Flagship V GP. Each of the reporting persons except Flagship Fund V disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.

F4: Represents shares held directly 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, Inc. ("Flagship Pioneering") is the manager of Flagship Opportunities Fund II GP. Noubar B. Afeyan, Ph.D. is the CEO and sole stockholder of Flagship Pioneering. Each of the reporting persons except Flagship Opportunities Fund II disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.

Transaction history

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Purchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”

The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.

Transaction dateCompanyActivity / securityShares / unitsReported priceReported valueDetails
August 03, 2021 Filed Aug 5, 2021 17:41 UTC Omega Therapeutics, Inc. OMGA · Entity 83618 ConversionSeries B Convertible Preferred Stock · Derivative 666,667 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-21-031796 · doc4.xml · derivative · entry 16

Flagship Pioneering Inc. · CIK 0001400240 · 10% owner

Flagship Pioneering Fund VI General Partner LLC · CIK 0001724957 · 10% owner

Flagship Pioneering Fund VI, L.P. · CIK 0001716926 · 10% owner

Flagship Pioneering Special Opportunities Fund II, L.P. · CIK 0001761283 · 10% owner

Flagship Pioneering Special Opportunities Fund II General Partner LLC · CIK 0001826217 · 10% owner

Nutritional Health LTP Fund, L.P. · CIK 0001780956 · 10% owner

Nutritional Health LTP Fund General Partner LLC · CIK 0001780951 · 10% owner

FPN General Partner LLC · CIK 0001860059 · 10% owner

FPN, L.P. · CIK 0001860062 · 10% owner

AFEYAN NOUBAR · CIK 0001222012 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 0

Underlying: Common Stock · 176,470 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: 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.

F1 · price: 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.

F1 · derivative.exercise_date: 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.

F1 · derivative.expiration_date: 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.

F5 · ownership.nature: Represents shares held directly by Nutritional Health LTP Fund, L.P. ("Nutritional LTP").

F9 · ownership.nature: 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").

F10 · ownership.nature: (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 · ownership.nature: (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.

Read SEC document
August 03, 2021 Filed Aug 5, 2021 17:41 UTC Omega Therapeutics, Inc. OMGA · Entity 83618 ConversionSeries B Convertible Preferred Stock · Derivative 2,666,667 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-21-031796 · doc4.xml · derivative · entry 15

Flagship Pioneering Inc. · CIK 0001400240 · 10% owner

Flagship Pioneering Fund VI General Partner LLC · CIK 0001724957 · 10% owner

Flagship Pioneering Fund VI, L.P. · CIK 0001716926 · 10% owner

Flagship Pioneering Special Opportunities Fund II, L.P. · CIK 0001761283 · 10% owner

Flagship Pioneering Special Opportunities Fund II General Partner LLC · CIK 0001826217 · 10% owner

Nutritional Health LTP Fund, L.P. · CIK 0001780956 · 10% owner

Nutritional Health LTP Fund General Partner LLC · CIK 0001780951 · 10% owner

FPN General Partner LLC · CIK 0001860059 · 10% owner

FPN, L.P. · CIK 0001860062 · 10% owner

AFEYAN NOUBAR · CIK 0001222012 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 0

Underlying: Common Stock · 705,882 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: 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.

F1 · price: 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.

F1 · derivative.exercise_date: 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.

F1 · derivative.expiration_date: 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.

F4 · ownership.nature: Represents shares held directly by Flagship Pioneering Fund VI, L.P. ("Flagship Pioneering VI").

F9 · ownership.nature: 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").

F10 · ownership.nature: (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 · ownership.nature: (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.

Read SEC document
August 03, 2021 Filed Aug 5, 2021 17:41 UTC Omega Therapeutics, Inc. OMGA · Entity 83618 ConversionSeries A Convertible Preferred Stock · Derivative 3,000,000 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-21-031796 · doc4.xml · derivative · entry 14

Flagship Pioneering Inc. · CIK 0001400240 · 10% owner

Flagship Pioneering Fund VI General Partner LLC · CIK 0001724957 · 10% owner

Flagship Pioneering Fund VI, L.P. · CIK 0001716926 · 10% owner

Flagship Pioneering Special Opportunities Fund II, L.P. · CIK 0001761283 · 10% owner

Flagship Pioneering Special Opportunities Fund II General Partner LLC · CIK 0001826217 · 10% owner

Nutritional Health LTP Fund, L.P. · CIK 0001780956 · 10% owner

Nutritional Health LTP Fund General Partner LLC · CIK 0001780951 · 10% owner

FPN General Partner LLC · CIK 0001860059 · 10% owner

FPN, L.P. · CIK 0001860062 · 10% owner

AFEYAN NOUBAR · CIK 0001222012 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 0

Underlying: Common Stock · 794,118 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: 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.

F1 · price: 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.

F1 · derivative.exercise_date: 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.

F1 · derivative.expiration_date: 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.

F5 · ownership.nature: Represents shares held directly by Nutritional Health LTP Fund, L.P. ("Nutritional LTP").

F9 · ownership.nature: 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").

F10 · ownership.nature: (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 · ownership.nature: (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.

Read SEC document
August 03, 2021 Filed Aug 5, 2021 17:41 UTC Omega Therapeutics, Inc. OMGA · Entity 83618 ConversionSeries A Convertible Preferred Stock · Derivative 27,388,000 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-21-031796 · doc4.xml · derivative · entry 13

Flagship Pioneering Inc. · CIK 0001400240 · 10% owner

Flagship Pioneering Fund VI General Partner LLC · CIK 0001724957 · 10% owner

Flagship Pioneering Fund VI, L.P. · CIK 0001716926 · 10% owner

Flagship Pioneering Special Opportunities Fund II, L.P. · CIK 0001761283 · 10% owner

Flagship Pioneering Special Opportunities Fund II General Partner LLC · CIK 0001826217 · 10% owner

Nutritional Health LTP Fund, L.P. · CIK 0001780956 · 10% owner

Nutritional Health LTP Fund General Partner LLC · CIK 0001780951 · 10% owner

FPN General Partner LLC · CIK 0001860059 · 10% owner

FPN, L.P. · CIK 0001860062 · 10% owner

AFEYAN NOUBAR · CIK 0001222012 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 0

Underlying: Common Stock · 7,249,767 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: 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.

F1 · price: 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.

F1 · derivative.exercise_date: 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.

F1 · derivative.expiration_date: 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.

F4 · ownership.nature: Represents shares held directly by Flagship Pioneering Fund VI, L.P. ("Flagship Pioneering VI").

F9 · ownership.nature: 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").

F10 · ownership.nature: (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 · ownership.nature: (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.

Read SEC document
August 03, 2021 Filed Aug 5, 2021 17:41 UTC Omega Therapeutics, Inc. OMGA · Entity 83618 ConversionSeries A Convertible Preferred Stock · Derivative 22,275,232 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-21-031796 · doc4.xml · derivative · entry 12

Flagship Pioneering Inc. · CIK 0001400240 · 10% owner

Flagship Pioneering Fund VI General Partner LLC · CIK 0001724957 · 10% owner

Flagship Pioneering Fund VI, L.P. · CIK 0001716926 · 10% owner

Flagship Pioneering Special Opportunities Fund II, L.P. · CIK 0001761283 · 10% owner

Flagship Pioneering Special Opportunities Fund II General Partner LLC · CIK 0001826217 · 10% owner

Nutritional Health LTP Fund, L.P. · CIK 0001780956 · 10% owner

Nutritional Health LTP Fund General Partner LLC · CIK 0001780951 · 10% owner

FPN General Partner LLC · CIK 0001860059 · 10% owner

FPN, L.P. · CIK 0001860062 · 10% owner

AFEYAN NOUBAR · CIK 0001222012 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 0

Underlying: Common Stock · 5,896,386 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: 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.

F1 · price: 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.

F1 · derivative.exercise_date: 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.

F1 · derivative.expiration_date: 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.

F3 · ownership.nature: Represents shares held directly by Flagship Ventures Fund V, L.P. ("Flagship Fund V").

F9 · ownership.nature: 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").

F10 · ownership.nature: (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 · ownership.nature: (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.

Read SEC document
August 03, 2021 Filed Aug 5, 2021 17:41 UTC Omega Therapeutics, Inc. OMGA · Entity 83618 ConversionSeries A Convertible Preferred Stock · Derivative 4,112,000 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-21-031796 · doc4.xml · derivative · entry 11

Flagship Pioneering Inc. · CIK 0001400240 · 10% owner

Flagship Pioneering Fund VI General Partner LLC · CIK 0001724957 · 10% owner

Flagship Pioneering Fund VI, L.P. · CIK 0001716926 · 10% owner

Flagship Pioneering Special Opportunities Fund II, L.P. · CIK 0001761283 · 10% owner

Flagship Pioneering Special Opportunities Fund II General Partner LLC · CIK 0001826217 · 10% owner

Nutritional Health LTP Fund, L.P. · CIK 0001780956 · 10% owner

Nutritional Health LTP Fund General Partner LLC · CIK 0001780951 · 10% owner

FPN General Partner LLC · CIK 0001860059 · 10% owner

FPN, L.P. · CIK 0001860062 · 10% owner

AFEYAN NOUBAR · CIK 0001222012 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 0

Underlying: Common Stock · 1,088,470 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: 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.

F1 · price: 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.

F1 · derivative.exercise_date: 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.

F1 · derivative.expiration_date: 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.

F2 · ownership.nature: Represents shares held directly by Flagship V VentureLabs Rx Fund, L.P. ("Flagship Fund V Rx").

F9 · ownership.nature: 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").

F10 · ownership.nature: (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 · ownership.nature: (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.

Read SEC document
August 03, 2021 Filed Aug 5, 2021 17:41 UTC Omega Therapeutics, Inc. OMGA · Entity 83618 PurchaseCommon Stock 294,117 $17.00 $4,999,989.00
Disclosure

SEC source: 0000899243-21-031796 · doc4.xml · nonDerivative · entry 9

Flagship Pioneering Inc. · CIK 0001400240 · 10% owner

Flagship Pioneering Fund VI General Partner LLC · CIK 0001724957 · 10% owner

Flagship Pioneering Fund VI, L.P. · CIK 0001716926 · 10% owner

Flagship Pioneering Special Opportunities Fund II, L.P. · CIK 0001761283 · 10% owner

Flagship Pioneering Special Opportunities Fund II General Partner LLC · CIK 0001826217 · 10% owner

Nutritional Health LTP Fund, L.P. · CIK 0001780956 · 10% owner

Nutritional Health LTP Fund General Partner LLC · CIK 0001780951 · 10% owner

FPN General Partner LLC · CIK 0001860059 · 10% owner

FPN, L.P. · CIK 0001860062 · 10% owner

AFEYAN NOUBAR · CIK 0001222012 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 1,617,646

F7 · ownership.nature: Represents shares held directly by FPN, L.P. ("FPN Fund").

F9 · ownership.nature: 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").

F10 · ownership.nature: (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 · ownership.nature: (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.

Read SEC document
August 03, 2021 Filed Aug 5, 2021 17:41 UTC Omega Therapeutics, Inc. OMGA · Entity 83618 ConversionCommon Stock 1,323,529 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-21-031796 · doc4.xml · nonDerivative · entry 8

Flagship Pioneering Inc. · CIK 0001400240 · 10% owner

Flagship Pioneering Fund VI General Partner LLC · CIK 0001724957 · 10% owner

Flagship Pioneering Fund VI, L.P. · CIK 0001716926 · 10% owner

Flagship Pioneering Special Opportunities Fund II, L.P. · CIK 0001761283 · 10% owner

Flagship Pioneering Special Opportunities Fund II General Partner LLC · CIK 0001826217 · 10% owner

Nutritional Health LTP Fund, L.P. · CIK 0001780956 · 10% owner

Nutritional Health LTP Fund General Partner LLC · CIK 0001780951 · 10% owner

FPN General Partner LLC · CIK 0001860059 · 10% owner

FPN, L.P. · CIK 0001860062 · 10% owner

AFEYAN NOUBAR · CIK 0001222012 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 1,323,529

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: 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.

F7 · ownership.nature: Represents shares held directly by FPN, L.P. ("FPN Fund").

F9 · ownership.nature: 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").

F10 · ownership.nature: (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 · ownership.nature: (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.

Read SEC document
August 03, 2021 Filed Aug 5, 2021 17:41 UTC Omega Therapeutics, Inc. OMGA · Entity 83618 PurchaseCommon Stock 661,764 $17.00 $11,249,988.00
Disclosure

SEC source: 0000899243-21-031796 · doc4.xml · nonDerivative · entry 7

Flagship Pioneering Inc. · CIK 0001400240 · 10% owner

Flagship Pioneering Fund VI General Partner LLC · CIK 0001724957 · 10% owner

Flagship Pioneering Fund VI, L.P. · CIK 0001716926 · 10% owner

Flagship Pioneering Special Opportunities Fund II, L.P. · CIK 0001761283 · 10% owner

Flagship Pioneering Special Opportunities Fund II General Partner LLC · CIK 0001826217 · 10% owner

Nutritional Health LTP Fund, L.P. · CIK 0001780956 · 10% owner

Nutritional Health LTP Fund General Partner LLC · CIK 0001780951 · 10% owner

FPN General Partner LLC · CIK 0001860059 · 10% owner

FPN, L.P. · CIK 0001860062 · 10% owner

AFEYAN NOUBAR · CIK 0001222012 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 5,514,707

F6 · ownership.nature: Represents shares held directly by Flagship Pioneering Special Opportunities Fund II, L.P. ("Flagship Opportunities Fund II")

F9 · ownership.nature: 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").

F10 · ownership.nature: (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 · ownership.nature: (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.

Read SEC document
August 03, 2021 Filed Aug 5, 2021 17:41 UTC Omega Therapeutics, Inc. OMGA · Entity 83618 ConversionCommon Stock 4,852,943 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-21-031796 · doc4.xml · nonDerivative · entry 6

Flagship Pioneering Inc. · CIK 0001400240 · 10% owner

Flagship Pioneering Fund VI General Partner LLC · CIK 0001724957 · 10% owner

Flagship Pioneering Fund VI, L.P. · CIK 0001716926 · 10% owner

Flagship Pioneering Special Opportunities Fund II, L.P. · CIK 0001761283 · 10% owner

Flagship Pioneering Special Opportunities Fund II General Partner LLC · CIK 0001826217 · 10% owner

Nutritional Health LTP Fund, L.P. · CIK 0001780956 · 10% owner

Nutritional Health LTP Fund General Partner LLC · CIK 0001780951 · 10% owner

FPN General Partner LLC · CIK 0001860059 · 10% owner

FPN, L.P. · CIK 0001860062 · 10% owner

AFEYAN NOUBAR · CIK 0001222012 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 4,852,943

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: 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.

F6 · ownership.nature: Represents shares held directly by Flagship Pioneering Special Opportunities Fund II, L.P. ("Flagship Opportunities Fund II")

F9 · ownership.nature: 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").

F10 · ownership.nature: (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 · ownership.nature: (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.

Read SEC document
August 03, 2021 Filed Aug 5, 2021 17:41 UTC Omega Therapeutics, Inc. OMGA · Entity 83618 ConversionCommon Stock 970,588 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-21-031796 · doc4.xml · nonDerivative · entry 5

Flagship Pioneering Inc. · CIK 0001400240 · 10% owner

Flagship Pioneering Fund VI General Partner LLC · CIK 0001724957 · 10% owner

Flagship Pioneering Fund VI, L.P. · CIK 0001716926 · 10% owner

Flagship Pioneering Special Opportunities Fund II, L.P. · CIK 0001761283 · 10% owner

Flagship Pioneering Special Opportunities Fund II General Partner LLC · CIK 0001826217 · 10% owner

Nutritional Health LTP Fund, L.P. · CIK 0001780956 · 10% owner

Nutritional Health LTP Fund General Partner LLC · CIK 0001780951 · 10% owner

FPN General Partner LLC · CIK 0001860059 · 10% owner

FPN, L.P. · CIK 0001860062 · 10% owner

AFEYAN NOUBAR · CIK 0001222012 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 970,588

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: 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.

F5 · ownership.nature: Represents shares held directly by Nutritional Health LTP Fund, L.P. ("Nutritional LTP").

F9 · ownership.nature: 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").

F10 · ownership.nature: (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 · ownership.nature: (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.

Read SEC document
August 03, 2021 Filed Aug 5, 2021 17:41 UTC Omega Therapeutics, Inc. OMGA · Entity 83618 PurchaseCommon Stock 220,588 $17.00 $3,749,996.00
Disclosure

SEC source: 0000899243-21-031796 · doc4.xml · nonDerivative · entry 4

Flagship Pioneering Inc. · CIK 0001400240 · 10% owner

Flagship Pioneering Fund VI General Partner LLC · CIK 0001724957 · 10% owner

Flagship Pioneering Fund VI, L.P. · CIK 0001716926 · 10% owner

Flagship Pioneering Special Opportunities Fund II, L.P. · CIK 0001761283 · 10% owner

Flagship Pioneering Special Opportunities Fund II General Partner LLC · CIK 0001826217 · 10% owner

Nutritional Health LTP Fund, L.P. · CIK 0001780956 · 10% owner

Nutritional Health LTP Fund General Partner LLC · CIK 0001780951 · 10% owner

FPN General Partner LLC · CIK 0001860059 · 10% owner

FPN, L.P. · CIK 0001860062 · 10% owner

AFEYAN NOUBAR · CIK 0001222012 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 8,617,413

F4 · ownership.nature: Represents shares held directly by Flagship Pioneering Fund VI, L.P. ("Flagship Pioneering VI").

F9 · ownership.nature: 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").

F10 · ownership.nature: (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 · ownership.nature: (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.

Read SEC document
August 03, 2021 Filed Aug 5, 2021 17:41 UTC Omega Therapeutics, Inc. OMGA · Entity 83618 ConversionCommon Stock 8,396,825 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-21-031796 · doc4.xml · nonDerivative · entry 3

Flagship Pioneering Inc. · CIK 0001400240 · 10% owner

Flagship Pioneering Fund VI General Partner LLC · CIK 0001724957 · 10% owner

Flagship Pioneering Fund VI, L.P. · CIK 0001716926 · 10% owner

Flagship Pioneering Special Opportunities Fund II, L.P. · CIK 0001761283 · 10% owner

Flagship Pioneering Special Opportunities Fund II General Partner LLC · CIK 0001826217 · 10% owner

Nutritional Health LTP Fund, L.P. · CIK 0001780956 · 10% owner

Nutritional Health LTP Fund General Partner LLC · CIK 0001780951 · 10% owner

FPN General Partner LLC · CIK 0001860059 · 10% owner

FPN, L.P. · CIK 0001860062 · 10% owner

AFEYAN NOUBAR · CIK 0001222012 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 8,396,825

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: 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.

F4 · ownership.nature: Represents shares held directly by Flagship Pioneering Fund VI, L.P. ("Flagship Pioneering VI").

F9 · ownership.nature: 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").

F10 · ownership.nature: (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 · ownership.nature: (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.

Read SEC document
August 03, 2021 Filed Aug 5, 2021 17:41 UTC Omega Therapeutics, Inc. OMGA · Entity 83618 ConversionCommon Stock 5,896,386 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-21-031796 · doc4.xml · nonDerivative · entry 2

Flagship Pioneering Inc. · CIK 0001400240 · 10% owner

Flagship Pioneering Fund VI General Partner LLC · CIK 0001724957 · 10% owner

Flagship Pioneering Fund VI, L.P. · CIK 0001716926 · 10% owner

Flagship Pioneering Special Opportunities Fund II, L.P. · CIK 0001761283 · 10% owner

Flagship Pioneering Special Opportunities Fund II General Partner LLC · CIK 0001826217 · 10% owner

Nutritional Health LTP Fund, L.P. · CIK 0001780956 · 10% owner

Nutritional Health LTP Fund General Partner LLC · CIK 0001780951 · 10% owner

FPN General Partner LLC · CIK 0001860059 · 10% owner

FPN, L.P. · CIK 0001860062 · 10% owner

AFEYAN NOUBAR · CIK 0001222012 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 5,896,386

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: 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.

F3 · ownership.nature: Represents shares held directly by Flagship Ventures Fund V, L.P. ("Flagship Fund V").

F9 · ownership.nature: 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").

F10 · ownership.nature: (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 · ownership.nature: (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.

Read SEC document
August 03, 2021 Filed Aug 5, 2021 17:41 UTC Omega Therapeutics, Inc. OMGA · Entity 83618 ConversionCommon Stock 1,088,470 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-21-031796 · doc4.xml · nonDerivative · entry 1

Flagship Pioneering Inc. · CIK 0001400240 · 10% owner

Flagship Pioneering Fund VI General Partner LLC · CIK 0001724957 · 10% owner

Flagship Pioneering Fund VI, L.P. · CIK 0001716926 · 10% owner

Flagship Pioneering Special Opportunities Fund II, L.P. · CIK 0001761283 · 10% owner

Flagship Pioneering Special Opportunities Fund II General Partner LLC · CIK 0001826217 · 10% owner

Nutritional Health LTP Fund, L.P. · CIK 0001780956 · 10% owner

Nutritional Health LTP Fund General Partner LLC · CIK 0001780951 · 10% owner

FPN General Partner LLC · CIK 0001860059 · 10% owner

FPN, L.P. · CIK 0001860062 · 10% owner

AFEYAN NOUBAR · CIK 0001222012 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 1,088,470

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: 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.

F2 · ownership.nature: Represents shares held directly by Flagship V VentureLabs Rx Fund, L.P. ("Flagship Fund V Rx").

F9 · ownership.nature: 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").

F10 · ownership.nature: (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 · ownership.nature: (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.

Read SEC document
August 03, 2021 Filed Aug 5, 2021 17:43 UTC Omega Therapeutics, Inc. OMGA · Entity 83618 ConversionSeries C Convertible Preferred Stock · Derivative 1,666,666 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-21-031797 · doc4.xml · derivative · entry 21

Flagship Pioneering Inc. · CIK 0001400240 · 10% owner

Flagship Ventures Fund V General Partner LLC · CIK 0001724575 · 10% owner

Flagship V VentureLabs Rx Fund, L.P. · CIK 0001724939 · 10% owner

Flagship Ventures Fund V, L.P. · CIK 0001627639 · 10% owner

Flagship VentureLabs V Manager LLC · CIK 0001768987 · 10% owner

Flagship VentureLabs V LLC · CIK 0001724959 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 0

Underlying: Common Stock · 441,176 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: 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.

F1 · price: 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.

F1 · derivative.exercise_date: 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.

F1 · derivative.expiration_date: 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.

F7 · ownership.nature: Represents shares held directly by FPN, L.P. ("FPN Fund").

F9 · ownership.nature: 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").

F10 · ownership.nature: (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 · ownership.nature: (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.

Read SEC document
August 03, 2021 Filed Aug 5, 2021 17:43 UTC Omega Therapeutics, Inc. OMGA · Entity 83618 ConversionSeries C Convertible Preferred Stock · Derivative 5,000,000 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-21-031797 · doc4.xml · derivative · entry 20

Flagship Pioneering Inc. · CIK 0001400240 · 10% owner

Flagship Ventures Fund V General Partner LLC · CIK 0001724575 · 10% owner

Flagship V VentureLabs Rx Fund, L.P. · CIK 0001724939 · 10% owner

Flagship Ventures Fund V, L.P. · CIK 0001627639 · 10% owner

Flagship VentureLabs V Manager LLC · CIK 0001768987 · 10% owner

Flagship VentureLabs V LLC · CIK 0001724959 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 0

Underlying: Common Stock · 1,323,530 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: 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.

F1 · price: 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.

F1 · derivative.exercise_date: 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.

F1 · derivative.expiration_date: 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.

F6 · ownership.nature: Represents shares held directly by Flagship Pioneering Special Opportunities Fund II, L.P. ("Flagship Opportunities Fund II")

F9 · ownership.nature: 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").

F10 · ownership.nature: (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 · ownership.nature: (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.

Read SEC document
August 03, 2021 Filed Aug 5, 2021 17:43 UTC Omega Therapeutics, Inc. OMGA · Entity 83618 ConversionSeries C Convertible Preferred Stock · Derivative 1,666,667 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-21-031797 · doc4.xml · derivative · entry 19

Flagship Pioneering Inc. · CIK 0001400240 · 10% owner

Flagship Ventures Fund V General Partner LLC · CIK 0001724575 · 10% owner

Flagship V VentureLabs Rx Fund, L.P. · CIK 0001724939 · 10% owner

Flagship Ventures Fund V, L.P. · CIK 0001627639 · 10% owner

Flagship VentureLabs V Manager LLC · CIK 0001768987 · 10% owner

Flagship VentureLabs V LLC · CIK 0001724959 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 0

Underlying: Common Stock · 441,176 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: 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.

F1 · price: 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.

F1 · derivative.exercise_date: 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.

F1 · derivative.expiration_date: 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.

F4 · ownership.nature: Represents shares held directly by Flagship Pioneering Fund VI, L.P. ("Flagship Pioneering VI").

F9 · ownership.nature: 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").

F10 · ownership.nature: (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 · ownership.nature: (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.

Read SEC document
August 03, 2021 Filed Aug 5, 2021 17:43 UTC Omega Therapeutics, Inc. OMGA · Entity 83618 ConversionSeries B Convertible Preferred Stock · Derivative 3,333,333 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-21-031797 · doc4.xml · derivative · entry 18

Flagship Pioneering Inc. · CIK 0001400240 · 10% owner

Flagship Ventures Fund V General Partner LLC · CIK 0001724575 · 10% owner

Flagship V VentureLabs Rx Fund, L.P. · CIK 0001724939 · 10% owner

Flagship Ventures Fund V, L.P. · CIK 0001627639 · 10% owner

Flagship VentureLabs V Manager LLC · CIK 0001768987 · 10% owner

Flagship VentureLabs V LLC · CIK 0001724959 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 0

Underlying: Common Stock · 882,353 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: 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.

F1 · price: 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.

F1 · derivative.exercise_date: 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.

F1 · derivative.expiration_date: 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.

F7 · ownership.nature: Represents shares held directly by FPN, L.P. ("FPN Fund").

F9 · ownership.nature: 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").

F10 · ownership.nature: (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 · ownership.nature: (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.

Read SEC document
August 03, 2021 Filed Aug 5, 2021 17:43 UTC Omega Therapeutics, Inc. OMGA · Entity 83618 ConversionSeries B Convertible Preferred Stock · Derivative 13,333,333 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-21-031797 · doc4.xml · derivative · entry 17

Flagship Pioneering Inc. · CIK 0001400240 · 10% owner

Flagship Ventures Fund V General Partner LLC · CIK 0001724575 · 10% owner

Flagship V VentureLabs Rx Fund, L.P. · CIK 0001724939 · 10% owner

Flagship Ventures Fund V, L.P. · CIK 0001627639 · 10% owner

Flagship VentureLabs V Manager LLC · CIK 0001768987 · 10% owner

Flagship VentureLabs V LLC · CIK 0001724959 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 0

Underlying: Common Stock · 3,529,413 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: 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.

F1 · price: 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.

F1 · derivative.exercise_date: 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.

F1 · derivative.expiration_date: 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.

F6 · ownership.nature: Represents shares held directly by Flagship Pioneering Special Opportunities Fund II, L.P. ("Flagship Opportunities Fund II")

F9 · ownership.nature: 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").

F10 · ownership.nature: (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 · ownership.nature: (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.

Read SEC document
August 03, 2021 Filed Aug 5, 2021 17:43 UTC Omega Therapeutics, Inc. OMGA · Entity 83618 ConversionSeries B Convertible Preferred Stock · Derivative 666,667 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-21-031797 · doc4.xml · derivative · entry 16

Flagship Pioneering Inc. · CIK 0001400240 · 10% owner

Flagship Ventures Fund V General Partner LLC · CIK 0001724575 · 10% owner

Flagship V VentureLabs Rx Fund, L.P. · CIK 0001724939 · 10% owner

Flagship Ventures Fund V, L.P. · CIK 0001627639 · 10% owner

Flagship VentureLabs V Manager LLC · CIK 0001768987 · 10% owner

Flagship VentureLabs V LLC · CIK 0001724959 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 0

Underlying: Common Stock · 176,470 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: 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.

F1 · price: 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.

F1 · derivative.exercise_date: 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.

F1 · derivative.expiration_date: 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.

F5 · ownership.nature: Represents shares held directly by Nutritional Health LTP Fund, L.P. ("Nutritional LTP").

F9 · ownership.nature: 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").

F10 · ownership.nature: (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 · ownership.nature: (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.

Read SEC document
August 03, 2021 Filed Aug 5, 2021 17:43 UTC Omega Therapeutics, Inc. OMGA · Entity 83618 ConversionSeries B Convertible Preferred Stock · Derivative 2,666,667 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-21-031797 · doc4.xml · derivative · entry 15

Flagship Pioneering Inc. · CIK 0001400240 · 10% owner

Flagship Ventures Fund V General Partner LLC · CIK 0001724575 · 10% owner

Flagship V VentureLabs Rx Fund, L.P. · CIK 0001724939 · 10% owner

Flagship Ventures Fund V, L.P. · CIK 0001627639 · 10% owner

Flagship VentureLabs V Manager LLC · CIK 0001768987 · 10% owner

Flagship VentureLabs V LLC · CIK 0001724959 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 0

Underlying: Common Stock · 705,882 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: 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.

F1 · price: 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.

F1 · derivative.exercise_date: 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.

F1 · derivative.expiration_date: 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.

F4 · ownership.nature: Represents shares held directly by Flagship Pioneering Fund VI, L.P. ("Flagship Pioneering VI").

F9 · ownership.nature: 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").

F10 · ownership.nature: (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 · ownership.nature: (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.

Read SEC document
August 03, 2021 Filed Aug 5, 2021 17:43 UTC Omega Therapeutics, Inc. OMGA · Entity 83618 ConversionSeries A Convertible Preferred Stock · Derivative 3,000,000 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-21-031797 · doc4.xml · derivative · entry 14

Flagship Pioneering Inc. · CIK 0001400240 · 10% owner

Flagship Ventures Fund V General Partner LLC · CIK 0001724575 · 10% owner

Flagship V VentureLabs Rx Fund, L.P. · CIK 0001724939 · 10% owner

Flagship Ventures Fund V, L.P. · CIK 0001627639 · 10% owner

Flagship VentureLabs V Manager LLC · CIK 0001768987 · 10% owner

Flagship VentureLabs V LLC · CIK 0001724959 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 0

Underlying: Common Stock · 794,118 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: 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.

F1 · price: 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.

F1 · derivative.exercise_date: 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.

F1 · derivative.expiration_date: 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.

F5 · ownership.nature: Represents shares held directly by Nutritional Health LTP Fund, L.P. ("Nutritional LTP").

F9 · ownership.nature: 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").

F10 · ownership.nature: (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 · ownership.nature: (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.

Read SEC document
August 03, 2021 Filed Aug 5, 2021 17:43 UTC Omega Therapeutics, Inc. OMGA · Entity 83618 ConversionSeries A Convertible Preferred Stock · Derivative 27,388,000 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-21-031797 · doc4.xml · derivative · entry 13

Flagship Pioneering Inc. · CIK 0001400240 · 10% owner

Flagship Ventures Fund V General Partner LLC · CIK 0001724575 · 10% owner

Flagship V VentureLabs Rx Fund, L.P. · CIK 0001724939 · 10% owner

Flagship Ventures Fund V, L.P. · CIK 0001627639 · 10% owner

Flagship VentureLabs V Manager LLC · CIK 0001768987 · 10% owner

Flagship VentureLabs V LLC · CIK 0001724959 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 0

Underlying: Common Stock · 7,249,767 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: 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.

F1 · price: 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.

F1 · derivative.exercise_date: 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.

F1 · derivative.expiration_date: 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.

F4 · ownership.nature: Represents shares held directly by Flagship Pioneering Fund VI, L.P. ("Flagship Pioneering VI").

F9 · ownership.nature: 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").

F10 · ownership.nature: (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 · ownership.nature: (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.

Read SEC document
August 03, 2021 Filed Aug 5, 2021 17:43 UTC Omega Therapeutics, Inc. OMGA · Entity 83618 ConversionSeries A Convertible Preferred Stock · Derivative 22,275,232 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-21-031797 · doc4.xml · derivative · entry 12

Flagship Pioneering Inc. · CIK 0001400240 · 10% owner

Flagship Ventures Fund V General Partner LLC · CIK 0001724575 · 10% owner

Flagship V VentureLabs Rx Fund, L.P. · CIK 0001724939 · 10% owner

Flagship Ventures Fund V, L.P. · CIK 0001627639 · 10% owner

Flagship VentureLabs V Manager LLC · CIK 0001768987 · 10% owner

Flagship VentureLabs V LLC · CIK 0001724959 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 0

Underlying: Common Stock · 5,896,386 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: 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.

F1 · price: 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.

F1 · derivative.exercise_date: 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.

F1 · derivative.expiration_date: 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.

F3 · ownership.nature: Represents shares held directly by Flagship Ventures Fund V, L.P. ("Flagship Fund V").

F9 · ownership.nature: 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").

F10 · ownership.nature: (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 · ownership.nature: (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.

Read SEC document
August 03, 2021 Filed Aug 5, 2021 17:43 UTC Omega Therapeutics, Inc. OMGA · Entity 83618 ConversionSeries A Convertible Preferred Stock · Derivative 4,112,000 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-21-031797 · doc4.xml · derivative · entry 11

Flagship Pioneering Inc. · CIK 0001400240 · 10% owner

Flagship Ventures Fund V General Partner LLC · CIK 0001724575 · 10% owner

Flagship V VentureLabs Rx Fund, L.P. · CIK 0001724939 · 10% owner

Flagship Ventures Fund V, L.P. · CIK 0001627639 · 10% owner

Flagship VentureLabs V Manager LLC · CIK 0001768987 · 10% owner

Flagship VentureLabs V LLC · CIK 0001724959 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 0

Underlying: Common Stock · 1,088,470 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: 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.

F1 · price: 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.

F1 · derivative.exercise_date: 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.

F1 · derivative.expiration_date: 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.

F2 · ownership.nature: Represents shares held directly by Flagship V VentureLabs Rx Fund, L.P. ("Flagship Fund V Rx").

F9 · ownership.nature: 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").

F10 · ownership.nature: (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 · ownership.nature: (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.

Read SEC document
August 03, 2021 Filed Aug 5, 2021 17:43 UTC Omega Therapeutics, Inc. OMGA · Entity 83618 PurchaseCommon Stock 294,117 $17.00 $4,999,989.00
Disclosure

SEC source: 0000899243-21-031797 · doc4.xml · nonDerivative · entry 9

Flagship Pioneering Inc. · CIK 0001400240 · 10% owner

Flagship Ventures Fund V General Partner LLC · CIK 0001724575 · 10% owner

Flagship V VentureLabs Rx Fund, L.P. · CIK 0001724939 · 10% owner

Flagship Ventures Fund V, L.P. · CIK 0001627639 · 10% owner

Flagship VentureLabs V Manager LLC · CIK 0001768987 · 10% owner

Flagship VentureLabs V LLC · CIK 0001724959 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 1,617,646

F7 · ownership.nature: Represents shares held directly by FPN, L.P. ("FPN Fund").

F9 · ownership.nature: 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").

F10 · ownership.nature: (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 · ownership.nature: (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.

Read SEC document
August 03, 2021 Filed Aug 5, 2021 17:43 UTC Omega Therapeutics, Inc. OMGA · Entity 83618 ConversionCommon Stock 1,323,529 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-21-031797 · doc4.xml · nonDerivative · entry 8

Flagship Pioneering Inc. · CIK 0001400240 · 10% owner

Flagship Ventures Fund V General Partner LLC · CIK 0001724575 · 10% owner

Flagship V VentureLabs Rx Fund, L.P. · CIK 0001724939 · 10% owner

Flagship Ventures Fund V, L.P. · CIK 0001627639 · 10% owner

Flagship VentureLabs V Manager LLC · CIK 0001768987 · 10% owner

Flagship VentureLabs V LLC · CIK 0001724959 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 1,323,529

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: 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.

F7 · ownership.nature: Represents shares held directly by FPN, L.P. ("FPN Fund").

F9 · ownership.nature: 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").

F10 · ownership.nature: (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 · ownership.nature: (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.

Read SEC document
August 03, 2021 Filed Aug 5, 2021 17:43 UTC Omega Therapeutics, Inc. OMGA · Entity 83618 PurchaseCommon Stock 661,764 $17.00 $11,249,988.00
Disclosure

SEC source: 0000899243-21-031797 · doc4.xml · nonDerivative · entry 7

Flagship Pioneering Inc. · CIK 0001400240 · 10% owner

Flagship Ventures Fund V General Partner LLC · CIK 0001724575 · 10% owner

Flagship V VentureLabs Rx Fund, L.P. · CIK 0001724939 · 10% owner

Flagship Ventures Fund V, L.P. · CIK 0001627639 · 10% owner

Flagship VentureLabs V Manager LLC · CIK 0001768987 · 10% owner

Flagship VentureLabs V LLC · CIK 0001724959 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 5,514,707

F6 · ownership.nature: Represents shares held directly by Flagship Pioneering Special Opportunities Fund II, L.P. ("Flagship Opportunities Fund II")

F9 · ownership.nature: 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").

F10 · ownership.nature: (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 · ownership.nature: (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.

Read SEC document
August 03, 2021 Filed Aug 5, 2021 17:43 UTC Omega Therapeutics, Inc. OMGA · Entity 83618 ConversionCommon Stock 4,852,943 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-21-031797 · doc4.xml · nonDerivative · entry 6

Flagship Pioneering Inc. · CIK 0001400240 · 10% owner

Flagship Ventures Fund V General Partner LLC · CIK 0001724575 · 10% owner

Flagship V VentureLabs Rx Fund, L.P. · CIK 0001724939 · 10% owner

Flagship Ventures Fund V, L.P. · CIK 0001627639 · 10% owner

Flagship VentureLabs V Manager LLC · CIK 0001768987 · 10% owner

Flagship VentureLabs V LLC · CIK 0001724959 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 4,852,943

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: 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.

F6 · ownership.nature: Represents shares held directly by Flagship Pioneering Special Opportunities Fund II, L.P. ("Flagship Opportunities Fund II")

F9 · ownership.nature: 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").

F10 · ownership.nature: (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 · ownership.nature: (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.

Read SEC document
August 03, 2021 Filed Aug 5, 2021 17:43 UTC Omega Therapeutics, Inc. OMGA · Entity 83618 ConversionCommon Stock 970,588 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-21-031797 · doc4.xml · nonDerivative · entry 5

Flagship Pioneering Inc. · CIK 0001400240 · 10% owner

Flagship Ventures Fund V General Partner LLC · CIK 0001724575 · 10% owner

Flagship V VentureLabs Rx Fund, L.P. · CIK 0001724939 · 10% owner

Flagship Ventures Fund V, L.P. · CIK 0001627639 · 10% owner

Flagship VentureLabs V Manager LLC · CIK 0001768987 · 10% owner

Flagship VentureLabs V LLC · CIK 0001724959 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 970,588

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: 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.

F5 · ownership.nature: Represents shares held directly by Nutritional Health LTP Fund, L.P. ("Nutritional LTP").

F9 · ownership.nature: 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").

F10 · ownership.nature: (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 · ownership.nature: (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.

Read SEC document
August 03, 2021 Filed Aug 5, 2021 17:43 UTC Omega Therapeutics, Inc. OMGA · Entity 83618 PurchaseCommon Stock 220,588 $17.00 $3,749,996.00
Disclosure

SEC source: 0000899243-21-031797 · doc4.xml · nonDerivative · entry 4

Flagship Pioneering Inc. · CIK 0001400240 · 10% owner

Flagship Ventures Fund V General Partner LLC · CIK 0001724575 · 10% owner

Flagship V VentureLabs Rx Fund, L.P. · CIK 0001724939 · 10% owner

Flagship Ventures Fund V, L.P. · CIK 0001627639 · 10% owner

Flagship VentureLabs V Manager LLC · CIK 0001768987 · 10% owner

Flagship VentureLabs V LLC · CIK 0001724959 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 8,617,413

F4 · ownership.nature: Represents shares held directly by Flagship Pioneering Fund VI, L.P. ("Flagship Pioneering VI").

F9 · ownership.nature: 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").

F10 · ownership.nature: (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 · ownership.nature: (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.

Read SEC document
August 03, 2021 Filed Aug 5, 2021 17:43 UTC Omega Therapeutics, Inc. OMGA · Entity 83618 ConversionCommon Stock 8,396,825 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-21-031797 · doc4.xml · nonDerivative · entry 3

Flagship Pioneering Inc. · CIK 0001400240 · 10% owner

Flagship Ventures Fund V General Partner LLC · CIK 0001724575 · 10% owner

Flagship V VentureLabs Rx Fund, L.P. · CIK 0001724939 · 10% owner

Flagship Ventures Fund V, L.P. · CIK 0001627639 · 10% owner

Flagship VentureLabs V Manager LLC · CIK 0001768987 · 10% owner

Flagship VentureLabs V LLC · CIK 0001724959 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 8,396,825

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: 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.

F4 · ownership.nature: Represents shares held directly by Flagship Pioneering Fund VI, L.P. ("Flagship Pioneering VI").

F9 · ownership.nature: 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").

F10 · ownership.nature: (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 · ownership.nature: (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.

Read SEC document
August 03, 2021 Filed Aug 5, 2021 17:43 UTC Omega Therapeutics, Inc. OMGA · Entity 83618 ConversionCommon Stock 5,896,386 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-21-031797 · doc4.xml · nonDerivative · entry 2

Flagship Pioneering Inc. · CIK 0001400240 · 10% owner

Flagship Ventures Fund V General Partner LLC · CIK 0001724575 · 10% owner

Flagship V VentureLabs Rx Fund, L.P. · CIK 0001724939 · 10% owner

Flagship Ventures Fund V, L.P. · CIK 0001627639 · 10% owner

Flagship VentureLabs V Manager LLC · CIK 0001768987 · 10% owner

Flagship VentureLabs V LLC · CIK 0001724959 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 5,896,386

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: 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.

F3 · ownership.nature: Represents shares held directly by Flagship Ventures Fund V, L.P. ("Flagship Fund V").

F9 · ownership.nature: 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").

F10 · ownership.nature: (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 · ownership.nature: (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.

Read SEC document
August 03, 2021 Filed Aug 5, 2021 17:43 UTC Omega Therapeutics, Inc. OMGA · Entity 83618 ConversionCommon Stock 1,088,470 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-21-031797 · doc4.xml · nonDerivative · entry 1

Flagship Pioneering Inc. · CIK 0001400240 · 10% owner

Flagship Ventures Fund V General Partner LLC · CIK 0001724575 · 10% owner

Flagship V VentureLabs Rx Fund, L.P. · CIK 0001724939 · 10% owner

Flagship Ventures Fund V, L.P. · CIK 0001627639 · 10% owner

Flagship VentureLabs V Manager LLC · CIK 0001768987 · 10% owner

Flagship VentureLabs V LLC · CIK 0001724959 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 1,088,470

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: 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.

F2 · ownership.nature: Represents shares held directly by Flagship V VentureLabs Rx Fund, L.P. ("Flagship Fund V Rx").

F9 · ownership.nature: 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").

F10 · ownership.nature: (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 · ownership.nature: (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.

Read SEC document
February 08, 2021 Filed Feb 10, 2021 18:59 UTC Sana Biotechnology, Inc. SANA · Entity 4870 ConversionSeries A-2 Convertible Preferred Stock · Derivative 11,585,199 $0.00 $0.00
Disclosure

SEC source: 0000899243-21-005747 · doc4.xml · derivative · entry 8

Flagship Ventures Fund V General Partner LLC · CIK 0001724575 · 10% owner

Flagship V VentureLabs Rx Fund, L.P. · CIK 0001724939 · 10% owner

Flagship Ventures Fund V, L.P. · CIK 0001627639 · 10% owner

Flagship Pioneering Inc. · CIK 0001400240 · 10% owner

Flagship Pioneering Fund VI General Partner LLC · CIK 0001724957 · 10% owner

Flagship Pioneering Fund VI, L.P. · CIK 0001716926 · 10% owner

Flagship VentureLabs V Manager LLC · CIK 0001768987 · 10% owner

Flagship VentureLabs V LLC · CIK 0001724959 · 10% owner

AFEYAN NOUBAR · CIK 0001222012 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 0

Underlying: Common Stock · 11,585,199 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: The shares of Issuer's Preferred Stock automatically convert into shares of Issuer's Common Stock, for no additional consideration, on a 1-for-1 basis immediately prior to the consummation of Issuer's initial public offering.

F1 · derivative.exercise_date: The shares of Issuer's Preferred Stock automatically convert into shares of Issuer's Common Stock, for no additional consideration, on a 1-for-1 basis immediately prior to the consummation of Issuer's initial public offering.

F8 · derivative.expiration_date: The expiration date is not relevant to the conversion of these securities.

F5 · ownership.nature: Represents shares held directly by Flagship Ventures Fund V, L.P. ("Flagship Fund V" and together with Flagship Fund V Rx, Flagship Pioneering VI, and VentureLabs V, the "Flagship Pioneering Funds").

F6 · ownership.nature: 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 Pioneering VI is Flagship Pioneering Fund VI General Partner LLC ("Flagship Pioneering VI GP"). The manager of Flagship Pioneering VI GP is Flagship Pioneering. The General Partner of Flagship Fund V and Flagship Fund V Rx is Flagship Ventures Fund V General Partner LLC ("Flagship V GP" and, together with VentureLabs V Manager, Flagship Pioneering, and Flagship Pioneering VI GP, the "Flagship General Partners").

F7 · ownership.nature: (continued from footnote 6) Noubar B. Afeyan, Ph.D. is the sole Director of Flagship Pioneering and may be deemed to have sole voting and investment control over all the shares held by VentureLabs V and Flagship Fund VI. In addition, Noubar B. Afeyan, Ph.D. serves as the sole manager of Flagship V GP and may be deemed to possess sole voting and investment control over all the shares held by Flagship Fund V and Flagship Fund V Rx. None of the Flagship General Partners nor Noubar B. Afeyan, Ph.D. directly own any of the shares held by the Flagship Pioneering Funds, and each of the Flagship General Partners and Noubar Afeyan, Ph.D. disclaims beneficial ownership of such shares except to the extent of its or his pecuniary interest therein.

Read SEC document
February 08, 2021 Filed Feb 10, 2021 18:59 UTC Sana Biotechnology, Inc. SANA · Entity 4870 ConversionSeries A-2 Convertible Preferred Stock · Derivative 11,441,326 $0.00 $0.00
Disclosure

SEC source: 0000899243-21-005747 · doc4.xml · derivative · entry 7

Flagship Ventures Fund V General Partner LLC · CIK 0001724575 · 10% owner

Flagship V VentureLabs Rx Fund, L.P. · CIK 0001724939 · 10% owner

Flagship Ventures Fund V, L.P. · CIK 0001627639 · 10% owner

Flagship Pioneering Inc. · CIK 0001400240 · 10% owner

Flagship Pioneering Fund VI General Partner LLC · CIK 0001724957 · 10% owner

Flagship Pioneering Fund VI, L.P. · CIK 0001716926 · 10% owner

Flagship VentureLabs V Manager LLC · CIK 0001768987 · 10% owner

Flagship VentureLabs V LLC · CIK 0001724959 · 10% owner

AFEYAN NOUBAR · CIK 0001222012 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 0

Underlying: Common Stock · 11,441,326 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: The shares of Issuer's Preferred Stock automatically convert into shares of Issuer's Common Stock, for no additional consideration, on a 1-for-1 basis immediately prior to the consummation of Issuer's initial public offering.

F1 · derivative.exercise_date: The shares of Issuer's Preferred Stock automatically convert into shares of Issuer's Common Stock, for no additional consideration, on a 1-for-1 basis immediately prior to the consummation of Issuer's initial public offering.

F8 · derivative.expiration_date: The expiration date is not relevant to the conversion of these securities.

F4 · ownership.nature: Represents shares held directly by Flagship VentureLabs V LLC. ("VentureLabs V").

F6 · ownership.nature: 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 Pioneering VI is Flagship Pioneering Fund VI General Partner LLC ("Flagship Pioneering VI GP"). The manager of Flagship Pioneering VI GP is Flagship Pioneering. The General Partner of Flagship Fund V and Flagship Fund V Rx is Flagship Ventures Fund V General Partner LLC ("Flagship V GP" and, together with VentureLabs V Manager, Flagship Pioneering, and Flagship Pioneering VI GP, the "Flagship General Partners").

F7 · ownership.nature: (continued from footnote 6) Noubar B. Afeyan, Ph.D. is the sole Director of Flagship Pioneering and may be deemed to have sole voting and investment control over all the shares held by VentureLabs V and Flagship Fund VI. In addition, Noubar B. Afeyan, Ph.D. serves as the sole manager of Flagship V GP and may be deemed to possess sole voting and investment control over all the shares held by Flagship Fund V and Flagship Fund V Rx. None of the Flagship General Partners nor Noubar B. Afeyan, Ph.D. directly own any of the shares held by the Flagship Pioneering Funds, and each of the Flagship General Partners and Noubar Afeyan, Ph.D. disclaims beneficial ownership of such shares except to the extent of its or his pecuniary interest therein.

Read SEC document
February 08, 2021 Filed Feb 10, 2021 18:59 UTC Sana Biotechnology, Inc. SANA · Entity 4870 ConversionSeries A-2 Convertible Preferred Stock · Derivative 9,725,122 $0.00 $0.00
Disclosure

SEC source: 0000899243-21-005747 · doc4.xml · derivative · entry 6

Flagship Ventures Fund V General Partner LLC · CIK 0001724575 · 10% owner

Flagship V VentureLabs Rx Fund, L.P. · CIK 0001724939 · 10% owner

Flagship Ventures Fund V, L.P. · CIK 0001627639 · 10% owner

Flagship Pioneering Inc. · CIK 0001400240 · 10% owner

Flagship Pioneering Fund VI General Partner LLC · CIK 0001724957 · 10% owner

Flagship Pioneering Fund VI, L.P. · CIK 0001716926 · 10% owner

Flagship VentureLabs V Manager LLC · CIK 0001768987 · 10% owner

Flagship VentureLabs V LLC · CIK 0001724959 · 10% owner

AFEYAN NOUBAR · CIK 0001222012 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 0

Underlying: Common Stock · 9,725,122 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: The shares of Issuer's Preferred Stock automatically convert into shares of Issuer's Common Stock, for no additional consideration, on a 1-for-1 basis immediately prior to the consummation of Issuer's initial public offering.

F1 · derivative.exercise_date: The shares of Issuer's Preferred Stock automatically convert into shares of Issuer's Common Stock, for no additional consideration, on a 1-for-1 basis immediately prior to the consummation of Issuer's initial public offering.

F8 · derivative.expiration_date: The expiration date is not relevant to the conversion of these securities.

F3 · ownership.nature: Represents shares held directly by Flagship Pioneering Fund VI, L.P. ("Flagship Pioneering VI").

F6 · ownership.nature: 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 Pioneering VI is Flagship Pioneering Fund VI General Partner LLC ("Flagship Pioneering VI GP"). The manager of Flagship Pioneering VI GP is Flagship Pioneering. The General Partner of Flagship Fund V and Flagship Fund V Rx is Flagship Ventures Fund V General Partner LLC ("Flagship V GP" and, together with VentureLabs V Manager, Flagship Pioneering, and Flagship Pioneering VI GP, the "Flagship General Partners").

F7 · ownership.nature: (continued from footnote 6) Noubar B. Afeyan, Ph.D. is the sole Director of Flagship Pioneering and may be deemed to have sole voting and investment control over all the shares held by VentureLabs V and Flagship Fund VI. In addition, Noubar B. Afeyan, Ph.D. serves as the sole manager of Flagship V GP and may be deemed to possess sole voting and investment control over all the shares held by Flagship Fund V and Flagship Fund V Rx. None of the Flagship General Partners nor Noubar B. Afeyan, Ph.D. directly own any of the shares held by the Flagship Pioneering Funds, and each of the Flagship General Partners and Noubar Afeyan, Ph.D. disclaims beneficial ownership of such shares except to the extent of its or his pecuniary interest therein.

Read SEC document
February 08, 2021 Filed Feb 10, 2021 18:59 UTC Sana Biotechnology, Inc. SANA · Entity 4870 ConversionSeries A-2 Convertible Preferred Stock · Derivative 1,487,371 $0.00 $0.00
Disclosure

SEC source: 0000899243-21-005747 · doc4.xml · derivative · entry 5

Flagship Ventures Fund V General Partner LLC · CIK 0001724575 · 10% owner

Flagship V VentureLabs Rx Fund, L.P. · CIK 0001724939 · 10% owner

Flagship Ventures Fund V, L.P. · CIK 0001627639 · 10% owner

Flagship Pioneering Inc. · CIK 0001400240 · 10% owner

Flagship Pioneering Fund VI General Partner LLC · CIK 0001724957 · 10% owner

Flagship Pioneering Fund VI, L.P. · CIK 0001716926 · 10% owner

Flagship VentureLabs V Manager LLC · CIK 0001768987 · 10% owner

Flagship VentureLabs V LLC · CIK 0001724959 · 10% owner

AFEYAN NOUBAR · CIK 0001222012 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 0

Underlying: Common Stock · 1,487,371 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: The shares of Issuer's Preferred Stock automatically convert into shares of Issuer's Common Stock, for no additional consideration, on a 1-for-1 basis immediately prior to the consummation of Issuer's initial public offering.

F1 · derivative.exercise_date: The shares of Issuer's Preferred Stock automatically convert into shares of Issuer's Common Stock, for no additional consideration, on a 1-for-1 basis immediately prior to the consummation of Issuer's initial public offering.

F8 · derivative.expiration_date: The expiration date is not relevant to the conversion of these securities.

F2 · ownership.nature: Represents shares held directly by Flagship V VentureLabs Rx Fund, L.P. ("Flagship Fund V Rx").

F6 · ownership.nature: 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 Pioneering VI is Flagship Pioneering Fund VI General Partner LLC ("Flagship Pioneering VI GP"). The manager of Flagship Pioneering VI GP is Flagship Pioneering. The General Partner of Flagship Fund V and Flagship Fund V Rx is Flagship Ventures Fund V General Partner LLC ("Flagship V GP" and, together with VentureLabs V Manager, Flagship Pioneering, and Flagship Pioneering VI GP, the "Flagship General Partners").

F7 · ownership.nature: (continued from footnote 6) Noubar B. Afeyan, Ph.D. is the sole Director of Flagship Pioneering and may be deemed to have sole voting and investment control over all the shares held by VentureLabs V and Flagship Fund VI. In addition, Noubar B. Afeyan, Ph.D. serves as the sole manager of Flagship V GP and may be deemed to possess sole voting and investment control over all the shares held by Flagship Fund V and Flagship Fund V Rx. None of the Flagship General Partners nor Noubar B. Afeyan, Ph.D. directly own any of the shares held by the Flagship Pioneering Funds, and each of the Flagship General Partners and Noubar Afeyan, Ph.D. disclaims beneficial ownership of such shares except to the extent of its or his pecuniary interest therein.

Read SEC document
February 08, 2021 Filed Feb 10, 2021 18:59 UTC Sana Biotechnology, Inc. SANA · Entity 4870 ConversionCommon Stock 11,585,199 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-21-005747 · doc4.xml · nonDerivative · entry 4

Flagship Ventures Fund V General Partner LLC · CIK 0001724575 · 10% owner

Flagship V VentureLabs Rx Fund, L.P. · CIK 0001724939 · 10% owner

Flagship Ventures Fund V, L.P. · CIK 0001627639 · 10% owner

Flagship Pioneering Inc. · CIK 0001400240 · 10% owner

Flagship Pioneering Fund VI General Partner LLC · CIK 0001724957 · 10% owner

Flagship Pioneering Fund VI, L.P. · CIK 0001716926 · 10% owner

Flagship VentureLabs V Manager LLC · CIK 0001768987 · 10% owner

Flagship VentureLabs V LLC · CIK 0001724959 · 10% owner

AFEYAN NOUBAR · CIK 0001222012 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 11,585,199

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: The shares of Issuer's Preferred Stock automatically convert into shares of Issuer's Common Stock, for no additional consideration, on a 1-for-1 basis immediately prior to the consummation of Issuer's initial public offering.

F5 · ownership.nature: Represents shares held directly by Flagship Ventures Fund V, L.P. ("Flagship Fund V" and together with Flagship Fund V Rx, Flagship Pioneering VI, and VentureLabs V, the "Flagship Pioneering Funds").

F6 · ownership.nature: 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 Pioneering VI is Flagship Pioneering Fund VI General Partner LLC ("Flagship Pioneering VI GP"). The manager of Flagship Pioneering VI GP is Flagship Pioneering. The General Partner of Flagship Fund V and Flagship Fund V Rx is Flagship Ventures Fund V General Partner LLC ("Flagship V GP" and, together with VentureLabs V Manager, Flagship Pioneering, and Flagship Pioneering VI GP, the "Flagship General Partners").

F7 · ownership.nature: (continued from footnote 6) Noubar B. Afeyan, Ph.D. is the sole Director of Flagship Pioneering and may be deemed to have sole voting and investment control over all the shares held by VentureLabs V and Flagship Fund VI. In addition, Noubar B. Afeyan, Ph.D. serves as the sole manager of Flagship V GP and may be deemed to possess sole voting and investment control over all the shares held by Flagship Fund V and Flagship Fund V Rx. None of the Flagship General Partners nor Noubar B. Afeyan, Ph.D. directly own any of the shares held by the Flagship Pioneering Funds, and each of the Flagship General Partners and Noubar Afeyan, Ph.D. disclaims beneficial ownership of such shares except to the extent of its or his pecuniary interest therein.

Read SEC document
February 08, 2021 Filed Feb 10, 2021 18:59 UTC Sana Biotechnology, Inc. SANA · Entity 4870 ConversionCommon Stock 11,441,326 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-21-005747 · doc4.xml · nonDerivative · entry 3

Flagship Ventures Fund V General Partner LLC · CIK 0001724575 · 10% owner

Flagship V VentureLabs Rx Fund, L.P. · CIK 0001724939 · 10% owner

Flagship Ventures Fund V, L.P. · CIK 0001627639 · 10% owner

Flagship Pioneering Inc. · CIK 0001400240 · 10% owner

Flagship Pioneering Fund VI General Partner LLC · CIK 0001724957 · 10% owner

Flagship Pioneering Fund VI, L.P. · CIK 0001716926 · 10% owner

Flagship VentureLabs V Manager LLC · CIK 0001768987 · 10% owner

Flagship VentureLabs V LLC · CIK 0001724959 · 10% owner

AFEYAN NOUBAR · CIK 0001222012 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 11,441,326

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: The shares of Issuer's Preferred Stock automatically convert into shares of Issuer's Common Stock, for no additional consideration, on a 1-for-1 basis immediately prior to the consummation of Issuer's initial public offering.

F4 · ownership.nature: Represents shares held directly by Flagship VentureLabs V LLC. ("VentureLabs V").

F6 · ownership.nature: 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 Pioneering VI is Flagship Pioneering Fund VI General Partner LLC ("Flagship Pioneering VI GP"). The manager of Flagship Pioneering VI GP is Flagship Pioneering. The General Partner of Flagship Fund V and Flagship Fund V Rx is Flagship Ventures Fund V General Partner LLC ("Flagship V GP" and, together with VentureLabs V Manager, Flagship Pioneering, and Flagship Pioneering VI GP, the "Flagship General Partners").

F7 · ownership.nature: (continued from footnote 6) Noubar B. Afeyan, Ph.D. is the sole Director of Flagship Pioneering and may be deemed to have sole voting and investment control over all the shares held by VentureLabs V and Flagship Fund VI. In addition, Noubar B. Afeyan, Ph.D. serves as the sole manager of Flagship V GP and may be deemed to possess sole voting and investment control over all the shares held by Flagship Fund V and Flagship Fund V Rx. None of the Flagship General Partners nor Noubar B. Afeyan, Ph.D. directly own any of the shares held by the Flagship Pioneering Funds, and each of the Flagship General Partners and Noubar Afeyan, Ph.D. disclaims beneficial ownership of such shares except to the extent of its or his pecuniary interest therein.

Read SEC document
February 08, 2021 Filed Feb 10, 2021 18:59 UTC Sana Biotechnology, Inc. SANA · Entity 4870 ConversionCommon Stock 9,725,122 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-21-005747 · doc4.xml · nonDerivative · entry 2

Flagship Ventures Fund V General Partner LLC · CIK 0001724575 · 10% owner

Flagship V VentureLabs Rx Fund, L.P. · CIK 0001724939 · 10% owner

Flagship Ventures Fund V, L.P. · CIK 0001627639 · 10% owner

Flagship Pioneering Inc. · CIK 0001400240 · 10% owner

Flagship Pioneering Fund VI General Partner LLC · CIK 0001724957 · 10% owner

Flagship Pioneering Fund VI, L.P. · CIK 0001716926 · 10% owner

Flagship VentureLabs V Manager LLC · CIK 0001768987 · 10% owner

Flagship VentureLabs V LLC · CIK 0001724959 · 10% owner

AFEYAN NOUBAR · CIK 0001222012 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 9,725,122

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: The shares of Issuer's Preferred Stock automatically convert into shares of Issuer's Common Stock, for no additional consideration, on a 1-for-1 basis immediately prior to the consummation of Issuer's initial public offering.

F3 · ownership.nature: Represents shares held directly by Flagship Pioneering Fund VI, L.P. ("Flagship Pioneering VI").

F6 · ownership.nature: 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 Pioneering VI is Flagship Pioneering Fund VI General Partner LLC ("Flagship Pioneering VI GP"). The manager of Flagship Pioneering VI GP is Flagship Pioneering. The General Partner of Flagship Fund V and Flagship Fund V Rx is Flagship Ventures Fund V General Partner LLC ("Flagship V GP" and, together with VentureLabs V Manager, Flagship Pioneering, and Flagship Pioneering VI GP, the "Flagship General Partners").

F7 · ownership.nature: (continued from footnote 6) Noubar B. Afeyan, Ph.D. is the sole Director of Flagship Pioneering and may be deemed to have sole voting and investment control over all the shares held by VentureLabs V and Flagship Fund VI. In addition, Noubar B. Afeyan, Ph.D. serves as the sole manager of Flagship V GP and may be deemed to possess sole voting and investment control over all the shares held by Flagship Fund V and Flagship Fund V Rx. None of the Flagship General Partners nor Noubar B. Afeyan, Ph.D. directly own any of the shares held by the Flagship Pioneering Funds, and each of the Flagship General Partners and Noubar Afeyan, Ph.D. disclaims beneficial ownership of such shares except to the extent of its or his pecuniary interest therein.

Read SEC document
February 08, 2021 Filed Feb 10, 2021 18:59 UTC Sana Biotechnology, Inc. SANA · Entity 4870 ConversionCommon Stock 1,487,371 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-21-005747 · doc4.xml · nonDerivative · entry 1

Flagship Ventures Fund V General Partner LLC · CIK 0001724575 · 10% owner

Flagship V VentureLabs Rx Fund, L.P. · CIK 0001724939 · 10% owner

Flagship Ventures Fund V, L.P. · CIK 0001627639 · 10% owner

Flagship Pioneering Inc. · CIK 0001400240 · 10% owner

Flagship Pioneering Fund VI General Partner LLC · CIK 0001724957 · 10% owner

Flagship Pioneering Fund VI, L.P. · CIK 0001716926 · 10% owner

Flagship VentureLabs V Manager LLC · CIK 0001768987 · 10% owner

Flagship VentureLabs V LLC · CIK 0001724959 · 10% owner

AFEYAN NOUBAR · CIK 0001222012 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 1,487,371

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: The shares of Issuer's Preferred Stock automatically convert into shares of Issuer's Common Stock, for no additional consideration, on a 1-for-1 basis immediately prior to the consummation of Issuer's initial public offering.

F2 · ownership.nature: Represents shares held directly by Flagship V VentureLabs Rx Fund, L.P. ("Flagship Fund V Rx").

F6 · ownership.nature: 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 Pioneering VI is Flagship Pioneering Fund VI General Partner LLC ("Flagship Pioneering VI GP"). The manager of Flagship Pioneering VI GP is Flagship Pioneering. The General Partner of Flagship Fund V and Flagship Fund V Rx is Flagship Ventures Fund V General Partner LLC ("Flagship V GP" and, together with VentureLabs V Manager, Flagship Pioneering, and Flagship Pioneering VI GP, the "Flagship General Partners").

F7 · ownership.nature: (continued from footnote 6) Noubar B. Afeyan, Ph.D. is the sole Director of Flagship Pioneering and may be deemed to have sole voting and investment control over all the shares held by VentureLabs V and Flagship Fund VI. In addition, Noubar B. Afeyan, Ph.D. serves as the sole manager of Flagship V GP and may be deemed to possess sole voting and investment control over all the shares held by Flagship Fund V and Flagship Fund V Rx. None of the Flagship General Partners nor Noubar B. Afeyan, Ph.D. directly own any of the shares held by the Flagship Pioneering Funds, and each of the Flagship General Partners and Noubar Afeyan, Ph.D. disclaims beneficial ownership of such shares except to the extent of its or his pecuniary interest therein.

Read SEC document
December 08, 2020 Filed Dec 10, 2020 18:19 UTC Sigilon Therapeutics, Inc. SGTX · Entity 11481 ConversionSeries B Convertible Preferred Stock · Derivative 1,481,481 Not disclosed Not disclosed
Disclosure

SEC source: 0001104659-20-134302 · tm2037869-3_4seq1.xml · derivative · entry 6

Flagship Ventures Fund V General Partner LLC · CIK 0001724575 · 10% owner

Flagship Ventures Fund V, L.P. · CIK 0001627639 · 10% owner

Flagship Pioneering Special Opportunities Fund II, L.P. · CIK 0001761283 · 10% owner

Flagship Pioneering Special Opportunities Fund II General Partner LLC · CIK 0001826217 · 10% owner

Flagship Pioneering Inc. · CIK 0001400240 · 10% owner

AFEYAN NOUBAR · CIK 0001222012 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 0

Underlying: Common Stock · 1,481,481 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Upon closing of the Registrant's initial public offering, each share of Series A Convertible Preferred Stock, Series A-1 Convertible Preferred Stock and Series B Convertible Preferred Stock automatically converted into shares of Common Stock without payment or further consideration. There was no expiration date for the Series A Convertible Preferred Stock, Series A-1 Convertible Preferred Stock or Series B Convertible Preferred Stock.

F1 · kind: Upon closing of the Registrant's initial public offering, each share of Series A Convertible Preferred Stock, Series A-1 Convertible Preferred Stock and Series B Convertible Preferred Stock automatically converted into shares of Common Stock without payment or further consideration. There was no expiration date for the Series A Convertible Preferred Stock, Series A-1 Convertible Preferred Stock or Series B Convertible Preferred Stock.

F1 · price: Upon closing of the Registrant's initial public offering, each share of Series A Convertible Preferred Stock, Series A-1 Convertible Preferred Stock and Series B Convertible Preferred Stock automatically converted into shares of Common Stock without payment or further consideration. There was no expiration date for the Series A Convertible Preferred Stock, Series A-1 Convertible Preferred Stock or Series B Convertible Preferred Stock.

F1 · derivative.exercise_date: Upon closing of the Registrant's initial public offering, each share of Series A Convertible Preferred Stock, Series A-1 Convertible Preferred Stock and Series B Convertible Preferred Stock automatically converted into shares of Common Stock without payment or further consideration. There was no expiration date for the Series A Convertible Preferred Stock, Series A-1 Convertible Preferred Stock or Series B Convertible Preferred Stock.

F1 · derivative.expiration_date: Upon closing of the Registrant's initial public offering, each share of Series A Convertible Preferred Stock, Series A-1 Convertible Preferred Stock and Series B Convertible Preferred Stock automatically converted into shares of Common Stock without payment or further consideration. There was no expiration date for the Series A Convertible Preferred Stock, Series A-1 Convertible Preferred Stock or Series B Convertible Preferred Stock.

F3 · ownership.nature: Shares held by Flagship Pioneering Special Opportunities Fund II, L.P. ("Flagship Opportunities Fund II"). Flagship Pioneering Special Opportunities Fund II General Partner LLC ("Opportunities Fund II GP") is the general partner of Flagship Opportunities Fund II. Flagship Pioneering, Inc. ("Flagship Pioneering") is the manager of Opportunities Fund II GP. Noubar B. Afeyan, Ph.D. is sole director of Flagship Pioneering. Each of Noubar B. Afeyan Ph.D., Flagship Pioneering, and Opportunities Fund II GP disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

Read SEC document
December 08, 2020 Filed Dec 10, 2020 18:19 UTC Sigilon Therapeutics, Inc. SGTX · Entity 11481 ConversionSeries B Convertible Preferred Stock · Derivative 370,370 Not disclosed Not disclosed
Disclosure

SEC source: 0001104659-20-134302 · tm2037869-3_4seq1.xml · derivative · entry 5

Flagship Ventures Fund V General Partner LLC · CIK 0001724575 · 10% owner

Flagship Ventures Fund V, L.P. · CIK 0001627639 · 10% owner

Flagship Pioneering Special Opportunities Fund II, L.P. · CIK 0001761283 · 10% owner

Flagship Pioneering Special Opportunities Fund II General Partner LLC · CIK 0001826217 · 10% owner

Flagship Pioneering Inc. · CIK 0001400240 · 10% owner

AFEYAN NOUBAR · CIK 0001222012 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 0

Underlying: Common Stock · 370,370 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Upon closing of the Registrant's initial public offering, each share of Series A Convertible Preferred Stock, Series A-1 Convertible Preferred Stock and Series B Convertible Preferred Stock automatically converted into shares of Common Stock without payment or further consideration. There was no expiration date for the Series A Convertible Preferred Stock, Series A-1 Convertible Preferred Stock or Series B Convertible Preferred Stock.

F1 · kind: Upon closing of the Registrant's initial public offering, each share of Series A Convertible Preferred Stock, Series A-1 Convertible Preferred Stock and Series B Convertible Preferred Stock automatically converted into shares of Common Stock without payment or further consideration. There was no expiration date for the Series A Convertible Preferred Stock, Series A-1 Convertible Preferred Stock or Series B Convertible Preferred Stock.

F1 · price: Upon closing of the Registrant's initial public offering, each share of Series A Convertible Preferred Stock, Series A-1 Convertible Preferred Stock and Series B Convertible Preferred Stock automatically converted into shares of Common Stock without payment or further consideration. There was no expiration date for the Series A Convertible Preferred Stock, Series A-1 Convertible Preferred Stock or Series B Convertible Preferred Stock.

F1 · derivative.exercise_date: Upon closing of the Registrant's initial public offering, each share of Series A Convertible Preferred Stock, Series A-1 Convertible Preferred Stock and Series B Convertible Preferred Stock automatically converted into shares of Common Stock without payment or further consideration. There was no expiration date for the Series A Convertible Preferred Stock, Series A-1 Convertible Preferred Stock or Series B Convertible Preferred Stock.

F1 · derivative.expiration_date: Upon closing of the Registrant's initial public offering, each share of Series A Convertible Preferred Stock, Series A-1 Convertible Preferred Stock and Series B Convertible Preferred Stock automatically converted into shares of Common Stock without payment or further consideration. There was no expiration date for the Series A Convertible Preferred Stock, Series A-1 Convertible Preferred Stock or Series B Convertible Preferred Stock.

F2 · ownership.nature: Shares held by Flagship Ventures Fund V, L.P. ("Flagship Fund V"). Flagship Ventures Fund V General Partner LLC ("Fund V GP") is the general partner of Flagship Fund V. Noubar B. Afeyan Ph.D. serves as the sole manager of Fund V GP. Each of Fund V GP and Noubar B. Afeyan Ph.D. disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

Read SEC document
December 08, 2020 Filed Dec 10, 2020 18:19 UTC Sigilon Therapeutics, Inc. SGTX · Entity 11481 ConversionSeries A-1 Convertible Preferred Stock · Derivative 4,074,074 Not disclosed Not disclosed
Disclosure

SEC source: 0001104659-20-134302 · tm2037869-3_4seq1.xml · derivative · entry 4

Flagship Ventures Fund V General Partner LLC · CIK 0001724575 · 10% owner

Flagship Ventures Fund V, L.P. · CIK 0001627639 · 10% owner

Flagship Pioneering Special Opportunities Fund II, L.P. · CIK 0001761283 · 10% owner

Flagship Pioneering Special Opportunities Fund II General Partner LLC · CIK 0001826217 · 10% owner

Flagship Pioneering Inc. · CIK 0001400240 · 10% owner

AFEYAN NOUBAR · CIK 0001222012 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 0

Underlying: Common Stock · 4,074,074 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Upon closing of the Registrant's initial public offering, each share of Series A Convertible Preferred Stock, Series A-1 Convertible Preferred Stock and Series B Convertible Preferred Stock automatically converted into shares of Common Stock without payment or further consideration. There was no expiration date for the Series A Convertible Preferred Stock, Series A-1 Convertible Preferred Stock or Series B Convertible Preferred Stock.

F1 · kind: Upon closing of the Registrant's initial public offering, each share of Series A Convertible Preferred Stock, Series A-1 Convertible Preferred Stock and Series B Convertible Preferred Stock automatically converted into shares of Common Stock without payment or further consideration. There was no expiration date for the Series A Convertible Preferred Stock, Series A-1 Convertible Preferred Stock or Series B Convertible Preferred Stock.

F1 · price: Upon closing of the Registrant's initial public offering, each share of Series A Convertible Preferred Stock, Series A-1 Convertible Preferred Stock and Series B Convertible Preferred Stock automatically converted into shares of Common Stock without payment or further consideration. There was no expiration date for the Series A Convertible Preferred Stock, Series A-1 Convertible Preferred Stock or Series B Convertible Preferred Stock.

F1 · derivative.exercise_date: Upon closing of the Registrant's initial public offering, each share of Series A Convertible Preferred Stock, Series A-1 Convertible Preferred Stock and Series B Convertible Preferred Stock automatically converted into shares of Common Stock without payment or further consideration. There was no expiration date for the Series A Convertible Preferred Stock, Series A-1 Convertible Preferred Stock or Series B Convertible Preferred Stock.

F1 · derivative.expiration_date: Upon closing of the Registrant's initial public offering, each share of Series A Convertible Preferred Stock, Series A-1 Convertible Preferred Stock and Series B Convertible Preferred Stock automatically converted into shares of Common Stock without payment or further consideration. There was no expiration date for the Series A Convertible Preferred Stock, Series A-1 Convertible Preferred Stock or Series B Convertible Preferred Stock.

F2 · ownership.nature: Shares held by Flagship Ventures Fund V, L.P. ("Flagship Fund V"). Flagship Ventures Fund V General Partner LLC ("Fund V GP") is the general partner of Flagship Fund V. Noubar B. Afeyan Ph.D. serves as the sole manager of Fund V GP. Each of Fund V GP and Noubar B. Afeyan Ph.D. disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

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December 08, 2020 Filed Dec 10, 2020 18:19 UTC Sigilon Therapeutics, Inc. SGTX · Entity 11481 ConversionSeries A Convertible Preferred Stock · Derivative 4,444,444 Not disclosed Not disclosed
Disclosure

SEC source: 0001104659-20-134302 · tm2037869-3_4seq1.xml · derivative · entry 3

Flagship Ventures Fund V General Partner LLC · CIK 0001724575 · 10% owner

Flagship Ventures Fund V, L.P. · CIK 0001627639 · 10% owner

Flagship Pioneering Special Opportunities Fund II, L.P. · CIK 0001761283 · 10% owner

Flagship Pioneering Special Opportunities Fund II General Partner LLC · CIK 0001826217 · 10% owner

Flagship Pioneering Inc. · CIK 0001400240 · 10% owner

AFEYAN NOUBAR · CIK 0001222012 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 0

Underlying: Common Stock · 4,444,444 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Upon closing of the Registrant's initial public offering, each share of Series A Convertible Preferred Stock, Series A-1 Convertible Preferred Stock and Series B Convertible Preferred Stock automatically converted into shares of Common Stock without payment or further consideration. There was no expiration date for the Series A Convertible Preferred Stock, Series A-1 Convertible Preferred Stock or Series B Convertible Preferred Stock.

F1 · kind: Upon closing of the Registrant's initial public offering, each share of Series A Convertible Preferred Stock, Series A-1 Convertible Preferred Stock and Series B Convertible Preferred Stock automatically converted into shares of Common Stock without payment or further consideration. There was no expiration date for the Series A Convertible Preferred Stock, Series A-1 Convertible Preferred Stock or Series B Convertible Preferred Stock.

F1 · price: Upon closing of the Registrant's initial public offering, each share of Series A Convertible Preferred Stock, Series A-1 Convertible Preferred Stock and Series B Convertible Preferred Stock automatically converted into shares of Common Stock without payment or further consideration. There was no expiration date for the Series A Convertible Preferred Stock, Series A-1 Convertible Preferred Stock or Series B Convertible Preferred Stock.

F1 · derivative.exercise_date: Upon closing of the Registrant's initial public offering, each share of Series A Convertible Preferred Stock, Series A-1 Convertible Preferred Stock and Series B Convertible Preferred Stock automatically converted into shares of Common Stock without payment or further consideration. There was no expiration date for the Series A Convertible Preferred Stock, Series A-1 Convertible Preferred Stock or Series B Convertible Preferred Stock.

F1 · derivative.expiration_date: Upon closing of the Registrant's initial public offering, each share of Series A Convertible Preferred Stock, Series A-1 Convertible Preferred Stock and Series B Convertible Preferred Stock automatically converted into shares of Common Stock without payment or further consideration. There was no expiration date for the Series A Convertible Preferred Stock, Series A-1 Convertible Preferred Stock or Series B Convertible Preferred Stock.

F2 · ownership.nature: Shares held by Flagship Ventures Fund V, L.P. ("Flagship Fund V"). Flagship Ventures Fund V General Partner LLC ("Fund V GP") is the general partner of Flagship Fund V. Noubar B. Afeyan Ph.D. serves as the sole manager of Fund V GP. Each of Fund V GP and Noubar B. Afeyan Ph.D. disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

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December 08, 2020 Filed Dec 10, 2020 18:19 UTC Sigilon Therapeutics, Inc. SGTX · Entity 11481 ConversionCommon Stock 1,481,481 Not disclosed Not disclosed
Disclosure

SEC source: 0001104659-20-134302 · tm2037869-3_4seq1.xml · nonDerivative · entry 2

Flagship Ventures Fund V General Partner LLC · CIK 0001724575 · 10% owner

Flagship Ventures Fund V, L.P. · CIK 0001627639 · 10% owner

Flagship Pioneering Special Opportunities Fund II, L.P. · CIK 0001761283 · 10% owner

Flagship Pioneering Special Opportunities Fund II General Partner LLC · CIK 0001826217 · 10% owner

Flagship Pioneering Inc. · CIK 0001400240 · 10% owner

AFEYAN NOUBAR · CIK 0001222012 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 1,481,481

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: Upon closing of the Registrant's initial public offering, each share of Series A Convertible Preferred Stock, Series A-1 Convertible Preferred Stock and Series B Convertible Preferred Stock automatically converted into shares of Common Stock without payment or further consideration. There was no expiration date for the Series A Convertible Preferred Stock, Series A-1 Convertible Preferred Stock or Series B Convertible Preferred Stock.

F1 · price: Upon closing of the Registrant's initial public offering, each share of Series A Convertible Preferred Stock, Series A-1 Convertible Preferred Stock and Series B Convertible Preferred Stock automatically converted into shares of Common Stock without payment or further consideration. There was no expiration date for the Series A Convertible Preferred Stock, Series A-1 Convertible Preferred Stock or Series B Convertible Preferred Stock.

F3 · ownership.nature: Shares held by Flagship Pioneering Special Opportunities Fund II, L.P. ("Flagship Opportunities Fund II"). Flagship Pioneering Special Opportunities Fund II General Partner LLC ("Opportunities Fund II GP") is the general partner of Flagship Opportunities Fund II. Flagship Pioneering, Inc. ("Flagship Pioneering") is the manager of Opportunities Fund II GP. Noubar B. Afeyan, Ph.D. is sole director of Flagship Pioneering. Each of Noubar B. Afeyan Ph.D., Flagship Pioneering, and Opportunities Fund II GP disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

Read SEC document
December 08, 2020 Filed Dec 10, 2020 18:19 UTC Sigilon Therapeutics, Inc. SGTX · Entity 11481 ConversionCommon Stock 8,888,888 Not disclosed Not disclosed
Disclosure

SEC source: 0001104659-20-134302 · tm2037869-3_4seq1.xml · nonDerivative · entry 1

Flagship Ventures Fund V General Partner LLC · CIK 0001724575 · 10% owner

Flagship Ventures Fund V, L.P. · CIK 0001627639 · 10% owner

Flagship Pioneering Special Opportunities Fund II, L.P. · CIK 0001761283 · 10% owner

Flagship Pioneering Special Opportunities Fund II General Partner LLC · CIK 0001826217 · 10% owner

Flagship Pioneering Inc. · CIK 0001400240 · 10% owner

AFEYAN NOUBAR · CIK 0001222012 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 8,888,888

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: Upon closing of the Registrant's initial public offering, each share of Series A Convertible Preferred Stock, Series A-1 Convertible Preferred Stock and Series B Convertible Preferred Stock automatically converted into shares of Common Stock without payment or further consideration. There was no expiration date for the Series A Convertible Preferred Stock, Series A-1 Convertible Preferred Stock or Series B Convertible Preferred Stock.

F1 · price: Upon closing of the Registrant's initial public offering, each share of Series A Convertible Preferred Stock, Series A-1 Convertible Preferred Stock and Series B Convertible Preferred Stock automatically converted into shares of Common Stock without payment or further consideration. There was no expiration date for the Series A Convertible Preferred Stock, Series A-1 Convertible Preferred Stock or Series B Convertible Preferred Stock.

F2 · ownership.nature: Shares held by Flagship Ventures Fund V, L.P. ("Flagship Fund V"). Flagship Ventures Fund V General Partner LLC ("Fund V GP") is the general partner of Flagship Fund V. Noubar B. Afeyan Ph.D. serves as the sole manager of Fund V GP. Each of Fund V GP and Noubar B. Afeyan Ph.D. disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

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November 23, 2020 Filed Nov 25, 2020 18:00 UTC Seres Therapeutics, Inc. MCRB · Entity 7191 OtherCommon Stock 43,154 $0.00 $0.00
Disclosure

SEC source: 0000899243-20-032200 · doc4.xml · nonDerivative · entry 6

Flagship Ventures Fund IV General Partner LLC · CIK 0001508051 · 10% owner

Flagship Ventures Fund IV, L.P. · CIK 0001503559 · 10% owner

Flagship Ventures Fund IV-Rx, L.P. · CIK 0001590973 · 10% owner

Nutritional Health LTP Fund General Partner LLC · CIK 0001780951 · 10% owner

Nutritional Health LTP Fund, L.P. · CIK 0001780956 · 10% owner

Flagship Pioneering Inc. · CIK 0001400240 · 10% owner

Flagship Pioneering Fund VI General Partner LLC · CIK 0001724957 · 10% owner

Flagship Pioneering Fund VI, L.P. · CIK 0001716926 · 10% owner

AFEYAN NOUBAR · CIK 0001222012 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 0

F7 · kind: On November 23, 2020, Flagship Pioneering Fund VI, L.P. ("Flagship Fund VI") distributed to its limited partners and sole general partner, Flagship Pioneering Fund VI General Partner LLC ("Flagship Fund VI GP"), pro rata and without consideration, 1,481,481 shares of the Issuer's common stock. Flagship Fund VI GP, in turn, distributed to its members, pro rata and without consideration, the 43,154 shares it received from Flagship Fund VI. Each of Noubar B. Afeyan, Ph.D. and a trust for the benefit of Dr. Afeyan's children received 12,853 shares through Flagship Fund VI GP's distribution. The aforementioned distributions were made in accordance with the exemptions afforded by Rule 16a-13 and Rule 16a-9 of the Securities Exchange Act of 1934, as amended.

F9 · ownership.nature: Shares held by Flagship Fund VI GP. Flagship Pioneering is the manager of Flagship Fund VI GP. Noubar B. Afeyan Ph.D. is the CEO, sole shareholder and director of Flagship Pioneering. Each of the reporting persons except Flagship Fund VI GP disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

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Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.