Sec Form 4 Filing - Nanodimension Management Ltd @ SELECTA BIOSCIENCES INC - 2016-06-27

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
Nanodimension Management Ltd
2. Issuer Name and Ticker or Trading Symbol
SELECTA BIOSCIENCES INC [ SELB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
GOVERNOR'S SQUARE, UNIT 3-213-62, 23 LIME TREE BAY AVE
3. Date of Earliest Transaction (MM/DD/YY)
06/27/2016
(Street)
GRAND CAYMAN, E9KY1-1302
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 06/27/2016 C 637,790 A $ 0 660,957 I See Footnote ( 1 ) ( 3 )
Common Stock 06/27/2016 P 385,000 A $ 14 1,045,957 I See Footnote ( 1 ) ( 2 ) ( 3 )
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
Series B Convertible Preferred Stock ( 4 ) 06/27/2016 C 315,729 ( 4 ) ( 4 ) Common Stock 315,729 $ 0 0 I See Footnote ( 1 ) ( 3 )
Series C Convertible Preferred Stock ( 4 ) 06/27/2016 C 94,183 ( 4 ) ( 4 ) Common Stock 94,183 $ 0 0 I See Footnote ( 1 ) ( 3 )
Series D Convertible Preferred Stock ( 4 ) 06/27/2016 C 83,596 ( 4 ) ( 4 ) Common Stock 83,596 $ 0 0 I See Footnote ( 1 ) ( 3 )
Series E Convertible Preferred Stock ( 4 ) 06/27/2016 C 93,078 ( 5 ) ( 5 ) Common Stock 144,282 $ 0 0 I See Footnote ( 1 ) ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Nanodimension Management Ltd
GOVERNOR'S SQUARE, UNIT 3-213-62
23 LIME TREE BAY AVE
GRAND CAYMAN, E9KY1-1302
X
Nanodimension Limited Partnership
GOVERNOR'S SQUARE, UNIT 3-213-62
23 LIME TREE BAY AVE
GRAND CAYMAN, E9KY1-1302
X
Signatures
NanoDimension Management Ltd. By: /s/ Jonathan Nicholson, Director 06/29/2016
Signature of Reporting Person Date
NanoDimension L.P. By: NanoDimension Management Ltd., its general partner By: /s/ Jonathan Nicholson, Director 06/29/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Held by NanoDimension L.P. ("ND LP).
( 2 )Consists of 660,957 shares held by ND LP, 350,000 shares held by NanoDimension L.P. II ("NDLP2") and 35,000 shares held by NanoDimension Management Limited ("ND GP").
( 3 )ND GP serves as the general partner of ND LP and possesses the power to direct the voting and disposition of the shares owned by ND LP and may be deemed to have indirect beneficial ownership of the shares held by ND LP. NanoDimension II Mangement Limited ("NDGP2") serves as the general partner of NDLP2 and possesses the power to direct the voting and disposition of the shares owned by NDLP2 and may be deemed to have indirect beneficial ownership of the shares held by NDLP2. ND GP and NDGP2 disclaim beneficial ownership of such shares, except to the extent of their pecuniary interest therein. Jonathan Nicholson and Richard Coles are the members of the board of directors of ND GP and NDGP2 and share voting and dispositive power over the shares held by ND LP and NDLP2. Each reporting person disclaims beneficial ownership of the securities reported herein, except to the extent of their respective pecuniary interest therein.
( 4 )The preferred stock is convertible at any time, at the holder's election and has no expiration date. The preferred stock automatically converted into common stock on a 1-for-1 basis upon the closing of the Issuer's initial public offering.
( 5 )The Series E Convertible Preferred Stock is convertible at any time, at the holder's election and has no expiration date. The Series E Convertible Preferred Stock automatically converted into common stock on an approximately 1-for-1.550115 basis upon the closing of the Issuer's initial public offering.

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