Sec Form 4 Filing - Burow Kristina @ Metacrine, Inc. - 2020-09-18

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
Burow Kristina
2. Issuer Name and Ticker or Trading Symbol
Metacrine, Inc. [ MTCR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O ARCH VENTURE FUND VIII, L.P., 8755 WEST HIGGINS ROAD, SUITE 1025
3. Date of Earliest Transaction (MM/DD/YY)
09/18/2020
(Street)
CHICAGO, IL60631
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 09/18/2020 C 1,960,784 A 1,960,784 I See footnote ( 2 ) ( 3 )
Common Stock 09/18/2020 C 472,251 A 2,433,035 I See footnote ( 2 ) ( 3 )
Common Stock 09/18/2020 C 138,734 A 2,571,769 I See footnote ( 2 ) ( 3 )
Common Stock 09/18/2020 P 210,000 A $ 13 2,781,769 I See footnote ( 2 ) ( 3 )
Common Stock 09/18/2020 C 138,734 A 138,734 I See footnote ( 4 )
Common Stock 09/18/2020 P 20,000 A $ 13 158,734 I See footnote ( 4 ) ( 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 Convertible Preferred Stock ( 1 ) 09/18/2020 C 1,960,784 ( 1 ) ( 1 ) Common Stock 1,960,784 ( 1 ) 0 I See footnote ( 2 ) ( 3 )
Series B Convertible Preferred Stock ( 1 ) 09/18/2020 C 472,251 ( 1 ) ( 1 ) Common Stock 472,251 ( 1 ) 0 I See footnote ( 2 ) ( 3 )
Series C Convertible Preferred Stock ( 1 ) 09/18/2020 C 138,734 ( 1 ) ( 1 ) Common Stock 138,734 ( 1 ) 0 I See footnote ( 2 ) ( 3 )
Series C Convertible Preferred Stock ( 1 ) 09/18/2020 C 138,734 ( 1 ) ( 1 ) Common Stock 138,734 ( 1 ) 0 I See footnote ( 4 ) ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Burow Kristina
C/O ARCH VENTURE FUND VIII, L.P.
8755 WEST HIGGINS ROAD, SUITE 1025
CHICAGO, IL60631
X
Signatures
Kristina Burow, Managing Director By: /s/ Mark McDonnell, as Attorney-in-Fact 09/22/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Every 5.1 shares of Series A Convertible Preferred Stock, Series B Convertible Preferred Stock and Series C Convertible Preferred Stock (the "Preferred Stock") automatically converted into 1 share of Common Stock upon the closing of the Issuer's initial public offering. Share numbers give effect to such conversion. The Preferred Stock had no expiration date.
( 2 )These shares are directly held by ARCH Venture Fund VIII, L.P., or ARCH Fund VIII. The sole general partner of ARCH Fund VIII is ARCHVenture Partners VIII, L.P., or ARCH Partners VIII, which may be deemed to beneficially own the shares held by ARCH Fund VIII. The solegeneral partner of ARCH Partners VIII is ARCH Venture Partners VIII, LLC, or ARCH VIII LLC, which may be deemed to beneficially own theshares held by ARCH Fund VIII. ARCH Partners VIII and ARCH VIII LLC disclaim beneficial ownership of such shares, except to the extent ofany pecuniary interest therein. The managing directors of ARCH VIII LLC are Keith L. Crandell, Clinton Bybee and Robert Nelsen, and they maybe deemed to beneficially own the shares held by ARCH Fund VIII. Messrs. Crandell, Bybee and Nelsen disclaim beneficial ownership of suchshares, except to the extent of any pecuniary interest therein.
( 3 )The Reporting Person has an interest in ARCH Partners VIII and ARCH VIII LLC but does not have voting or investment control over the shares held by ARCH Fund VIII. The Reporting Person disclaims ownership of such shares, except to the extent of her pecuniary interest therein.
( 4 )These shares are directly held by ARCH Venture Fund VIII Overage, L.P., or ARCH Fund Overage. The sole general partner of ARCH FundOverage is ARCH VIII LLC, which may be deemed to beneficially own the shares held by ARCH Fund Overage. ARCH VIII LLC disclaimsbeneficial ownership of such shares, except to the extent of any pecuniary interest therein. The managing directors of ARCH VIII LLC are KeithL. Crandell, Clinton Bybee and Robert Nelsen, and they may be deemed to beneficially own the shares held by ARCH Fund Overage. Messrs.Crandell, Bybee and Nelsen disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
( 5 )The Reporting Person has an interest in ARCH VIII LLC but does not have voting or investment control over the shares held by ARCH Fund Overage. The Reporting Person disclaims ownership of such shares, except to the extent of her pecuniary interest therein.

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