Sec Form 3 Filing - Flagship Pioneering Inc. @ Seres Therapeutics, Inc. - 2019-06-18

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 3
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Flagship Pioneering Inc.
2. Issuer Name and Ticker or Trading Symbol
Seres Therapeutics, Inc. [ MCRB]
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)
55 CAMBRIDGE PARKWAY
3. Date of Earliest Transaction (MM/DD/YY)
06/18/2019
(Street)
CAMBRIDGE, MA02142
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 4,444,444 ( 1 ) I See Footnote ( 2 )
Common Stock 4,444,444 ( 3 ) I See Footnote ( 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Flagship Pioneering Inc.
55 CAMBRIDGE PARKWAY
CAMBRIDGE, MA02142
X
Flagship Pioneering Fund VI General Partner LLC
55 CAMBRIDGE PARKWAY
CAMBRIDGE, MA02142
X
Flagship Pioneering Fund VI, L.P.
55 CAMBRIDGE PARKWAY
CAMBRIDGE, MA02142
X
Nutritional Health LTP Fund General Partner LLC
55 CAMBRIDGE PARKWAY
CAMBRIDGE, MA02142
X
Nutritional Health LTP Fund, L.P.
55 CAMBRIDGE PARKWAY
CAMBRIDGE, MA02142
X
Signatures
Flagship Pioneering, Inc., By: /s/ Noubar B. Afeyan, Name: Noubar B. Afeyan, Ph.D., Title: CEO 06/28/2019
Signature of Reporting Person Date
Flagship Pioneering Fund VI General Partner LLC, By: Flagship Pioneering, Inc., its manager, By: /s/ Noubar B. Afeyan, Name: Noubar B. Afeyan, Ph.D., Title: CEO 06/28/2019
Signature of Reporting Person Date
Flagship Pioneering Fund VI, L.P., By: Flagship Pioneering Fund VI General Partner LLC, its general partner, By: Flagship Pioneering, Inc., its manager, By: /s/ Noubar B. Afeyan, Name: Noubar B. Afeyan, Ph.D., Title: CEO 06/28/2019
Signature of Reporting Person Date
Nutritional Health LTP Fund General Partner LLC, By: /s/ Noubar B. Afeyan, Name: Noubar B. Afeyan, Ph.D., Title: Manager 06/28/2019
Signature of Reporting Person Date
Nutritional Health LTP Fund, L.P., By: Nutritional Health LTP Fund General Partner LLC, its general partner, By: /s/ Noubar B. Afeyan, Name: Noubar B. Afeyan, Ph.D., Title: Manager 06/28/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On June 18, 2019, Flagship Pioneering Fund VI, L.P. ("Flagship Fund VI") acquired 4,444,444 shares pursuant to an underwritten public offering of common stock by the issuer (the "Offering").
( 2 )The shares are held by Flagship Fund VI. Flagship Pioneering Fund VI General Partner LLC ("Fund VI GP") is the general partner of Flagship Fund VI. Flagship Pioneering, Inc. ("Flagship Pioneering") is the manager of Fund VI GP. Noubar B. Afeyan Ph.D. is the CEO and sole shareholder of Flagship Pioneering and may be deemed to have sole voting and investment power with respect to all shares held by Flagship Fund VI. Each of the reporting persons disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.
( 3 )On June 18, 2019, Nutritional Health LTP Fund, L.P. ("Nutritional LTP") acquired 4,444,444 shares pursuant to the Offering.
( 4 )The shares are held by Nutritional LTP. Nutritional Health LTP Fund General Partner LLC ("Nutritional LTP GP") is the general partner of Nutritional LTP. Noubar B. Afeyan Ph.D. is the sole member and manager of Nutritional LTP GP and may be deemed to have sole voting and investment power with respect to all shares held by Nutritional LTP. Each of the reporting persons disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.