Sec Form 4 Filing - Arch Venture Fund VII LP @ Syros Pharmaceuticals, Inc. - 2016-07-06

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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
Arch Venture Fund VII LP
2. Issuer Name and Ticker or Trading Symbol
Syros Pharmaceuticals, Inc. [ SYRS]
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)
8755 WEST HIGGINS ROAD, SUITE 1025
3. Date of Earliest Transaction (MM/DD/YY)
07/06/2016
(Street)
CHICAGO, IL60631
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 07/06/2016 C 266,666 A 479,999 D ( 5 )
Common Stock 07/06/2016 C 1,333,333 A 1,813,332 D ( 5 )
Common Stock 07/06/2016 C 2,000,000 A 3,813,332 D ( 5 )
Common Stock 07/06/2016 C 423,805 A 4,237,137 D ( 5 )
Common Stock 07/06/2016 P 400,000 A $ 12.5 4,637,137 D ( 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
Series A-1 Preferred Stock ( 1 ) 07/06/2016 C 1,000,000 ( 1 ) ( 1 ) Common Stock 266,666 $ 0 0 D ( 5 )
Series A-2 Preferred Stock ( 2 ) 07/06/2016 C 5,000,000 ( 2 ) ( 2 ) Common Stock 1,333,333 $ 0 0 D ( 5 )
Series A-3 Preferred Stock ( 3 ) 07/06/2016 C 7,500,000 ( 3 ) ( 3 ) Common Stock 2,000,000 $ 0 0 D ( 5 )
Series B Preferred Stock ( 4 ) 07/06/2016 C 1,589,269 ( 4 ) ( 4 ) Common Stock 423,805 $ 0 0 D ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Arch Venture Fund VII LP
8755 WEST HIGGINS ROAD, SUITE 1025
CHICAGO, IL60631
X
ARCH Venture Partners VII, L.P.
8755 WEST HIGGINS ROAD, SUITE 1025
CHICAGO, IL60631
X
ARCH Venture Partners VII, LLC
8755 WEST HIGGINS ROAD, SUITE 1025
CHICAGO, IL60631
X
CRANDELL KEITH
8755 WEST HIGGINS ROAD, SUITE 1025
CHICAGO, IL60631
X
BYBEE CLINTON
8755 WEST HIGGINS ROAD, SUITE 1025
CHICAGO, IL60631
X
Signatures
ARCH Venture Fund VII, L.P. By: ARCH Venture Partners VII, L.P. By: /s/Mark McDonnell, as Attorney-in-Fact for Keith Crandell, the Mgng Dir of ARCH VII LLC, the GP of ARCH Partners VII, the GP of ARCH Fund VII Name: Mark McDonnell Title: Attorney-in fact 07/06/2016
Signature of Reporting Person Date
ARCH Venture Partners VII, L.P. By: ARCH Venture Partners VII, LLC By: /s/ Mark McDonnell as Attorney-in-Fact for Keith Crandell, the Managing Director of ARCH VII LLC, the general partner of ARCH Partners VII Name: Mark McDonnell Title: Attorney-in fact 07/06/2016
Signature of Reporting Person Date
ARCH Venture Partners VII, LLC By: /s/ Mark McDonnell as Attorney-in-Fact for Keith Crandell, the Managing Director of ARCH VII LLC Name: Mark McDonnell Title: Attorney-in fact 07/06/2016
Signature of Reporting Person Date
/s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell Keith Crandell 07/06/2016
Signature of Reporting Person Date
/s/ Mark McDonnell, as Attorney-in-Fact for Clinton Bybee 07/06/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Series A-1 Preferred Stock converted into Common Stock on a 3.75-for-one basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series A-1 Preferred Stock was convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares had no expiration date.
( 2 )The Series A-2 Preferred Stock converted into Common Stock on a 3.75-for-one basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series A-2 Preferred Stock was convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares had no expiration date.
( 3 )The Series A-3 Preferred Stock converted into Common Stock on a 3.75-for-one basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series A-3 Preferred Stock was convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares had no expiration date.
( 4 )Th e Series B Preferred Stock converted into Common Stock on a 3.75-for-one basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series B Preferred Stock was convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares had no expiration date.
( 5 )These shares are owned directly by ARCH Venture Fund VII, L.P. ("ARCH Fund VII"). The sole general partner of ARCH Fund VII is ARCH Venture Partners VII, L.P. ("ARCH Partners VII"). The sole general partner of ARCH Partners VII is ARCH Venture Partners VII, LLC ("ARCH VII LLC"). The Managing Directors of ARCH VII LLC, Robert T. Nelsen, Keith Crandell and Clinton Bybee, are deemed to have voting and dispositive power over the shares and may be deemed to beneficially own certain shares held by ARCH Fund VII. Each Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Persons are the beneficial owners of such securities for Section 16 or any other purpose.

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