Sec Form 4 Filing - Polaris Management Co. VII, L.L.C. @ Metacrine, Inc. - 2020-09-18

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

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 Polaris Management Co. VII, L.L.C. 2. Issuer Name and Ticker or Trading Symbol Metacrine, Inc. [ MTCR] 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) ONE MARINA PARK DRIVE, 10TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 09/18/2020 (Street) BOSTON, MA02210 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 09/18/2020 P 214,962 A $ 13 214,962 I See footnote ( 1 ) ( 2 ) Common Stock 09/18/2020 P 15,038 A $ 13 15,038 I See footnote ( 3 ) ( 4 ) Common Stock 09/18/2020 C 1,832,582 A 2,047,544 I See footnote ( 1 ) ( 2 ) Common Stock 09/18/2020 C 128,201 A 143,239 I See footnote ( 3 ) ( 4 ) Common Stock 09/18/2020 C 451,666 A 2,499,210 I See footnote ( 1 ) ( 2 ) Common Stock 09/18/2020 C 20,585 A 163,824 I See footnote ( 3 ) ( 4 ) Common Stock 09/18/2020 C 216,106 A 2,715,316 I See footnote ( 1 ) ( 2 ) Common Stock 09/18/2020 C 15,118 A 178,942 I See footnote ( 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 ( 5 ) 09/18/2020 C 1,832,582 ( 5 ) ( 5 ) Common Stock 1,832,582 ( 5 ) 0 I See footnote ( 1 ) ( 2 ) Series A Convertible Preferred Stock ( 5 ) 09/18/2020 C 128,201 ( 5 ) ( 5 ) Common Stock 128,201 ( 5 ) 0 I See footnote ( 3 ) ( 4 ) Series B Convertible Preferred Stock ( 5 ) 09/18/2020 C 451,666 ( 5 ) ( 5 ) Common Stock 451,666 ( 5 ) 0 I See footnote ( 1 ) ( 2 ) Series B Convertible Preferred Stock ( 5 ) 09/18/2020 C 20,585 ( 5 ) ( 5 ) Common Stock 20,585 ( 5 ) 0 I See footnote ( 3 ) ( 4 ) Series C Convertible Preferred Stock ( 5 ) 09/18/2020 C 216,106 ( 5 ) ( 5 ) Common Stock 216,106 ( 5 ) 0 I See footnote ( 1 ) ( 2 ) Series C Convertible Preferred Stock ( 5 ) 09/18/2020 C 15,118 ( 5 ) ( 5 ) Common Stock 15,118 ( 5 ) 0 I See footnote ( 3 ) ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Polaris Management Co. VII, L.L.C. ONE MARINA PARK DRIVE, 10TH FLOOR BOSTON, MA02210 X Polaris Entrepreneurs' Fund VII, L.P. ONE MARINA PARK DRIVE, 10TH FLOOR BOSTON, MA02210 X Polaris Partners VII, L.P. ONE MARINA PARK DRIVE, 10TH FLOOR BOSTON, MA02210 X Signatures /s/ Lauren Crockett, Attorney-in-fact for Polaris Management Co. VII, L.L.C. 09/22/2020 Signature of Reporting Person Date /s/ Lauren Crockett, Attorney-in-fact for Polaris Entrepreneurs' Fund VII, L.P. 09/22/2020 Signature of Reporting Person Date /s/ Lauren Crockett, Attorney-in-fact for Polaris Partners VII, L.P. 09/22/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reportable securities are owned directly by Polaris Partners VII, L.P. ("PP VII"). Polaris Management Co. VII, L.L.C. ("PMC VII") is the general partner of PP VII. Each of Amir Nashat ("Nashat"), a member of the Issuer's Board of Directors, David Barrett ("Barrett"), Brian Chee ("Chee") and Bryce Youngren ("Youngren" and, together with Nashat, Barrett and Chee, the "Managing Members") are the managing members of PMC VII. Each of the Managing Members, in their respective capacities with respect to PMC VII, may be deemed to have shared voting and dispositive power over the shares held by PP VII. ( 2 )(continued from Footnote 2) Each of PMC VII and the Managing Members disclaims beneficial ownership of these securities 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. ( 3 )The reportable securities are owned directly by Polaris Entrepreneurs' Fund VII, L.P. ("PEF VII"). PMC VII is the general partner of PEF VII. Each of the Managing Members, in their respective capacities with respect to PMC VII, may be deemed to have shared voting and dispositive power over the shares held by PEF VII. ( 4 )(continued from Footnote 3) Each of PMC VII and the Managing Members disclaims beneficial ownership of these securities 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. ( 5 )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 immediately prior to the closing of the Issuer's initial public offering. Share numbers give effect to such conversion. The Preferred Stock had no expiration date.

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.