Sec Form 4 Filing - Third Rock Ventures III, L.P. @ MyoKardia Inc - 2018-01-03

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
Third Rock Ventures III, L.P.
2. Issuer Name and Ticker or Trading Symbol
MyoKardia Inc [ MYOK]
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)
C/O THIRD ROCK VENTURES, LLC,, 29 NEWBURY STREET, 3RD FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
01/03/2018
(Street)
BOSTON, MA02116
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 01/03/2018 S 816,326 D $ 42.0001 ( 1 ) 680,272 D ( 2 )
Common Stock 201,042 ( 3 ) D ( 3 ) ( 4 )
Common Stock 221,042 ( 3 ) D ( 3 ) ( 5 )
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
Third Rock Ventures III, L.P.
C/O THIRD ROCK VENTURES, LLC,
29 NEWBURY STREET, 3RD FLOOR
BOSTON, MA02116
X
Third Rock Ventures GP III, L.P.
29 NEWBURY STREET, 3RD FLOOR
BOSTON, MA02116
X
TRV GP III, LLC
29 NEWBURY STREET, 3RD FLOOR
BOSTON, MA02116
X
LEVIN MARK J
C/O THIRD ROCK VENTURES, LLC
29 NEWBURY STREET, 3RD FLOOR
BOSTON, MA02116
X
TEPPER ROBERT I
C/O THIRD ROCK VENTURES, LLC
29 NEWBURY STREET, 3RD FLOOR
BOSTON, MA02116
X
Signatures
/s/ Kevin Gillis, Chief Financial Officer of TRV GP III, LLC, general partner of Third Rock Ventures GP III, L.P., general partner of Third Rock Ventures III, L.P. 01/05/2018
Signature of Reporting Person Date
/s/ Kevin Gillis, Chief Financial Officer of TRV GP III, LLC, general partner of Third Rock Ventures GP III, L.P. 01/05/2018
Signature of Reporting Person Date
/s/ Kevin Gillis, Chief Financial Officer of TRV GP III, LLC 01/05/2018
Signature of Reporting Person Date
/s/ Kevin Gillis by power of attorney for Mark Levin 01/05/2018
Signature of Reporting Person Date
/s/ Kevin Gillis by power of attorney for Dr. Robert Tepper 01/05/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.00 to $42.15, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (1).
( 2 )These shares are directly held by Third Rock Ventures III, L.P. ("TRV III"). The general partner of TRV III is Third Rock Ventures GP III, L.P. ("TRV GP III"). The general partner of TRV GP III is TRV GP III, LLC ("TRV GP III LLC"). The individual managers of TRV GP III LLC are Mark Levin ("Levin"), Kevin Starr ("Starr") and Dr. Robert Tepper ("Tepper"). Each of TRV GP III, TRV GP III LLC, Levin, Starr and Tepper disclaims beneficial ownership of the shares except to the extent of its or his pecuniary interest therein, if any, and this report shall not be deemed an admission that it or he is the beneficial owner of such shares.
( 3 )Third Rock Ventures II, L.P. ("TRV II") directly holds 2,885,104 shares of Common Stock of the Issuer. The general partner of TRV II is Third Rock Ventures GP II, L.P. ("TRV GP II"). The general partner of TRV GP II is TRV GP II, LLC ("TRV GP II LLC"). The individual managers of TRV GP II LLC are Levin, Starr and Tepper. Each of TRV GP II, TRV GP II LLC, Levin, Starr and Tepper disclaims beneficial ownership of the shares except to the extent of its or his pecuniary interest therein, if any, and this report shall not be deemed an admission that it or he is the beneficial owner of such shares.
( 4 )The shares are directly held by Levin.
( 5 )The shares are directly held by Tepper.

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