Sec Form 4 Filing - SCHULMAN AMY W @ SQZ Biotechnologies Co - 2020-11-03

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
SCHULMAN AMY W
2. Issuer Name and Ticker or Trading Symbol
SQZ Biotechnologies Co [ SQZ]
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)
C/O SQZ BIOTECHNOLOGIES COMPANY, 200 ARSENAL YARDS BLVD, SUITE 210
3. Date of Earliest Transaction (MM/DD/YY)
11/03/2020
(Street)
WATERTOWN, MA02472
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 11/03/2020 C 22,204 A 190,684 D
Common Stock 11/03/2020 C 161,994 A 161,994 I See footnotes ( 2 ) ( 3 )
Common Stock 11/03/2020 C 2,315,652 A 2,315,652 I See footnotes ( 3 ) ( 4 )
Common Stock 11/03/2020 C 275,860 A 275,860 I See footnote ( 5 )
Common Stock 11/03/2020 P 16,346 A $ 16 178,340 I See footnotes ( 2 ) ( 3 )
Common Stock 11/03/2020 P 233,654 A $ 16 2,549,306 I See footnotes ( 3 ) ( 4 )
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 Convertible Preferred Stock ( 1 ) 11/03/2020 C 28,863 ( 1 ) ( 1 ) Common Stock 30,392 ( 1 ) 0 I See footnotes ( 2 ) ( 3 )
Series A Convertible Preferred Stock ( 1 ) 11/03/2020 C 412,608 ( 1 ) ( 1 ) Common Stock 434,476 ( 1 ) 0 I See footnotes ( 3 ) ( 4 )
Series B Convertible Preferred Stock ( 1 ) 11/03/2020 C 56,462 ( 1 ) ( 1 ) Common Stock 59,454 ( 1 ) 0 I See footnotes ( 2 ) ( 3 )
Series B Convertible Preferred Stock ( 1 ) 11/03/2020 C 807,096 ( 1 ) ( 1 ) Common Stock 849,872 ( 1 ) 0 I See footnotes ( 3 ) ( 4 )
Series C Convertible Preferred Stock ( 1 ) 11/03/2020 C 44,120 ( 1 ) ( 1 ) Common Stock 46,458 ( 1 ) 0 I See footnotes ( 2 ) ( 3 )
Series C Convertible Preferred Stock ( 1 ) 11/03/2020 C 630,672 ( 1 ) ( 1 ) Common Stock 664,097 ( 1 ) 0 I See footnotes ( 3 ) ( 4 )
Series C Convertible Preferred Stock ( 1 ) 11/03/2020 C 168,698 ( 1 ) ( 1 ) Common Stock 177,638 ( 1 ) 0 I See footnote ( 5 )
Series C Convertible Preferred Stock ( 1 ) 11/03/2020 C 21,087 ( 1 ) ( 1 ) Common Stock 22,204 ( 1 ) 0 D
Series D Convertible Preferred Stock ( 1 ) 11/03/2020 C 24,396 ( 1 ) ( 1 ) Common Stock 25,690 ( 1 ) 0 I See footnotes ( 2 ) ( 3 )
Series D Convertible Preferred Stock ( 1 ) 11/03/2020 C 348,725 ( 1 ) ( 1 ) Common Stock 367,207 ( 1 ) 0 I See footnotes ( 3 ) ( 4 )
Series D Convertible Preferred Stock ( 1 ) 11/03/2020 C 93,279 ( 1 ) ( 1 ) Common Stock 98,222 ( 1 ) 0 I See footnote ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SCHULMAN AMY W
C/O SQZ BIOTECHNOLOGIES COMPANY
200 ARSENAL YARDS BLVD, SUITE 210
WATERTOWN, MA02472
X X
Signatures
/s/ Lawrence Knopf, Attorney-in-Fact for Amy W. Schulman 11/03/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of preferred stock automatically converted on a 1.053 for one basis into common stock upon the closing of the Issuer's initial public offering. The shares have no expiration date.
( 2 )These shares are held of record by Polaris Entrepreneurs' Fund VII, L.P. ("EF VII"). Polaris Management Co. VII, L.L.C. ("PMC VII") is the general partner of EF VII. David Barrett, Brian Chee, Amir Nashat and Bryce Youngren (the "Managing Members") are the managing members of PMC VII. The Reporting Person, a member of the Issuer's board of directors, holds an interest in PMC VII.
( 3 )Each of the Managing Members and the Reporting Person, in their respective capacities with respect to PMC VII, may be deemed to have shared investment, voting and dispositive power over these shares. Each of PMC VII, the Managing Members and the Reporting Person disclaim beneficial ownership of these shares and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.
( 4 )These shares are held of record by Polaris Partners VII, L.P. ("PP VII"). PMC VII is the general partner of PP VII. The Managing Members are the managing members of PMC VII. The Reporting Person, a member of the Issuer's board of directors, holds an interest in PMC VII.
( 5 )These shares are held of record by LS Polaris Innovation Fund, L.P. ("LSPIF"). LS Polaris Innovation Fund GP, L.L.C. ("LSPIF GP") is the general partner of LSPIF. The Reporting Person is the sole managing member of LSPIF GP. Each of LSPIF GP and the Reporting Person may be deemed to have sole investment, voting and dispositive power over these shares. LSPIF GP and the Reporting Person disclaim beneficial ownership of the shares held by LSPIF and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.

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