Sec Form 4 Filing - Bitterman Kevin @ Editas Medicine, Inc. - 2016-12-05

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Bitterman Kevin
2. Issuer Name and Ticker or Trading Symbol
Editas Medicine, Inc. [ EDIT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
ONE MARINA PARK DRIVE, 10 FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
12/05/2016
(Street)
BOSTON, MA02210
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/05/2016 S 80,000 ( 1 ) D $ 15.74 ( 2 ) 3,922,144 I See Footnote ( 3 )
Common Stock 12/06/2016 S 50,000 ( 4 ) D $ 15.87 ( 5 ) 3,872,144 I See Footnote ( 6 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bitterman Kevin
ONE MARINA PARK DRIVE, 10 FLOOR
BOSTON, MA02210
X X
Signatures
/s/ Max Eisenberg, Attorney-in-Fact forKevin Bitterman 12/07/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents 75,583 shares disposed of by Polaris Venture Partners VI, L.P. ("PVP VI") and 4,417 shares disposed of by Polaris Venture Partners Founders' Fund VI, L.P ("PVPFF VI").
( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.70 to $15.96, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2) and (5) to this Form 4.
( 3 )3,705,602 of these shares are owned directly by PVP VI and 216,542 of the shares are owned by PVPFF VI (together with PVP VI, the "Polaris Funds"). Polaris Venture Management Co. VI, L.L.C. ("Polaris Management") is the general partner of each of the Polaris Funds. Kevin Bitterman, a member of the Board of Directors of the Issuer, has an assignee interest in Polaris Management. Each of Polaris Management and Mr. Bitterman disclaim beneficial ownership of all the shares owned by the Polaris Funds and this report shall not be deemed an admission that either is the beneficial owner of such shares for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interests therein.
( 4 )Represents 47,240 shares disposed of by PVP VI and 2,760 shares disposed of by PVPFF VI.
( 5 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.80 to $15.94, inclusive.
( 6 )3,658,362 of these shares are owned directly by PVP VI and 213,782 of the shares are owned by PVPFF VI . Each of Polaris Management and Mr. Bitterman disclaim beneficial ownership of all the shares owned by the Polaris Funds and this report shall not be deemed an admission that either is the beneficial owner of such shares for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interests therein.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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