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Sec Form 4 Filing - Flagship Ventures Fund IV General Partner LLC @ Seres Therapeutics Inc. - 2020-11-23

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
Flagship Ventures Fund IV General Partner LLC
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, SUITE 800E
3. Date of Earliest Transaction (MM/DD/YY)
11/23/2020
(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 11/23/2020 J( 1 ) 3,587,820 D $ 0 4,434,600 I See Footnote ( 2 )
Common Stock 11/23/2020 J( 1 ) 642,180 D $ 0 1,283,282 I See Footnote ( 3 )
Common Stock 11/23/2020 J( 1 ) 966,234 D $ 0 0 I See Footnote ( 4 )
Common Stock 11/23/2020 J( 5 ) 1,186,310 D $ 0 3,258,134 I See Footnote ( 6 )
Common Stock 11/23/2020 J( 7 ) 1,481,481 D $ 0 2,962,963 I See Footnote ( 8 )
Common Stock 11/23/2020 J( 7 ) 43,154 D $ 0 0 I See Footnote ( 9 )
Common Stock 2,734,994 I See Footnote ( 10 )
Common Stock 376,018 I See Footnote ( 11 )
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 Ventures Fund IV General Partner LLC
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE, MA02142
X
Flagship Ventures Fund IV, L.P.
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE, MA02142
X
Flagship Ventures Fund IV-Rx, L.P.
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE, MA02142
X
Nutritional Health LTP Fund General Partner LLC
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE, MA02142
X
Nutritional Health LTP Fund, L.P.
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE, MA02142
X
Flagship Pioneering Inc.
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE, MA02142
X
Flagship Pioneering Fund VI General Partner LLC
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE, MA02142
X
Flagship Pioneering Fund VI, L.P.
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE, MA02142
X
AFEYAN NOUBAR
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE, MA02142
X
Signatures
Flagship Ventures Fund IV General Partner LLC, By: /s/ Noubar B. Afeyan, Name: Noubar B. Afeyan, Ph.D., Title: Manager 11/25/2020
** Signature of Reporting Person Date
Flagship Ventures Fund IV, L.P., By: Flagship Ventures Fund IV General Partner LLC, By: /s/ Noubar B. Afeyan, Name: Noubar B. Afeyan, Ph.D., Title: Manager 11/25/2020
** Signature of Reporting Person Date
Flagship Ventures Fund IV-Rx, L.P., By: Flagship Ventures Fund IV General Partner LLC, By: /s/ Noubar B. Afeyan, Name: Noubar B. Afeyan, Ph.D., Title: Manager 11/25/2020
** 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 11/25/2020
** 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 11/25/2020
** Signature of Reporting Person Date
Flagship Pioneering, Inc., By: /s/ Noubar B. Afeyan, Name: Noubar B. Afeyan, Ph.D., Title: CEO, Sole Shareholder & Director 11/25/2020
** 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, Sole Shareholder & Director 11/25/2020
** 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, Sole Shareholder & Director 11/25/2020
** Signature of Reporting Person Date
Noubar B. Afeyan, Ph.D., by: /s/ Noubar B. Afeyan 11/25/2020
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )On November 23, 2020, Flagship Ventures Fund IV, L.P. ("Flagship Fund IV") and Flagship Ventures Fund IV-Rx, L.P. ("Flagship Fund IV-Rx") distributed to its limited partners and sole general partner, Flagship Ventures Fund IV General Partner, LLC ("Flagship Fund IV GP"), pro rata and without consideration, 3,587,820 shares and 642,180 shares, respectively, of the Issuer's common stock. Flagship Fund IV GP, in turn, distributed to its members, pro rata and without consideration, the 837,782 shares and 128,452 shares it received from Flagship Fund IV and Flagship Fund IV-Rx, respectively. Noubar B. Afeyan, Ph.D. received 335,171 shares through Flagship Fund IV GP's distribution. The aforementioned distributions were made in accordance with the exemptions afforded by Rule 16a-13 and Rule 16a-9 of the Securities Exchange Act of 1934, as amended.
( 2 )Shares held by Flagship Fund IV. Flagship Fund IV GP is the general partner of Flagship Fund IV. Noubar B. Afeyan, Ph.D. is the sole manager of Flagship Fund IV GP. Each of the reporting persons except for Flagship Fund IV disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein. Edwin M. Kania, Jr. is retired both from Flagship Pioneering and as a manager of Flagship Fund IV GP.
( 3 )Shares held by Flagship Fund IV-Rx. Flagship Fund IV GP is the general partner of Flagship Fund IV-Rx. Noubar B. Afeyan, Ph.D. is the sole manager of Flagship Fund IV GP. Each of the reporting persons except for Flagship Fund IV-Rx disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.
( 4 )Shares held by Flagship Fund IV GP. Noubar B. Afeyan, Ph.D. is the sole manager of Flagship Fund IV GP. Each of the reporting persons except for Flagship Fund IV GP disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.
( 5 )On November 23, 2020, Nutritional Health LTP Fund, L.P. ("Nutritional LTP") distributed to its limited partners, pro rata and without consideration, 1,186,310 shares of the Issuer's common stock. The aforementioned distribution was made in accordance with the exemptions afforded by Rule 16a-13 and Rule 16a-9 of the Securities Exchange Act of 1934, as amended.
( 6 )Shares 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. Each of the reporting persons except for Nutritional LTP disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.
( 7 )On November 23, 2020, Flagship Pioneering Fund VI, L.P. ("Flagship Fund VI") distributed to its limited partners and sole general partner, Flagship Pioneering Fund VI General Partner LLC ("Flagship Fund VI GP"), pro rata and without consideration, 1,481,481 shares of the Issuer's common stock. Flagship Fund VI GP, in turn, distributed to its members, pro rata and without consideration, the 43,154 shares it received from Flagship Fund VI. Each of Noubar B. Afeyan, Ph.D. and a trust for the benefit of Dr. Afeyan's children received 12,853 shares through Flagship Fund VI GP's distribution. The aforementioned distributions were made in accordance with the exemptions afforded by Rule 16a-13 and Rule 16a-9 of the Securities Exchange Act of 1934, as amended.
( 8 )Shares held by Flagship Fund VI. Flagship Fund VI GP is the general partner of Flagship Fund VI. Flagship Pioneering, Inc. ("Flagship Pioneering") is the manager of Flagship Fund VI GP. Noubar B. Afeyan Ph.D. is the CEO, sole shareholder and director of Flagship Pioneering. Each of the reporting persons except Flagship Fund VI disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.
( 9 )Shares held by Flagship Fund VI GP. Flagship Pioneering is the manager of Flagship Fund VI GP. Noubar B. Afeyan Ph.D. is the CEO, sole shareholder and director of Flagship Pioneering. Each of the reporting persons except Flagship Fund VI GP disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.
( 10 )Shares held by Flagship VentureLabs IV LLC ("VentureLabs IV"). Flagship Fund IV is a member of VentureLabs IV and also serves as its manager. Each of the reporting persons except VentureLabs IV disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.
( 11 )Shares held by Noubar B. Afeyan, Ph.D. Each of the reporting persons except for Noubar B. Afeyan, Ph.D. disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein. Includes 12,853 shares held through a trust for the benefit of Dr. Afeyan's children. Dr. Afeyan disclaims Section 16 beneficial ownership of these shares except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares for Section 16 or any other purpose.

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.