Sec Form 4 Filing - Foy Matthew @ Decibel Therapeutics, Inc. - 2021-02-17

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 Foy Matthew 2. Issuer Name and Ticker or Trading Symbol Decibel Therapeutics, Inc. [ DBTX] 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 DECIBEL THERAPEUTICS, INC., 1325 BOYLSTON STREET, SUITE 500 3. Date of Earliest Transaction (MM/DD/YY) 02/17/2021 (Street) BOSTON, MA02215 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 02/17/2021 C 458,487 A 458,487 I See footnote ( 4 ) Common Stock 02/17/2021 C 247,324 A 705,811 I See footnote ( 4 ) Common Stock 02/17/2021 C 327,852 A 1,033,663 I See footnote ( 4 ) Common Stock 02/17/2021 P 150,000 A $ 18 1,183,663 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 Securit y: 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 Preferred Stock ( 1 ) 02/17/2021 C 7,119,852 ( 1 ) ( 1 ) Common Stock 458,487 $ 0 0 I See footnote ( 4 ) Series C Preferred Stock ( 2 ) 02/17/2021 C 3,125,000 ( 2 ) ( 2 ) Common Stock 247,324 $ 0 0 I See footnote ( 4 ) Series D Preferred Stock ( 3 ) 02/17/2021 C 1,737,619 ( 3 ) ( 3 ) Common Stock 327,852 $ 0 0 I See footnote ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Foy Matthew C/O DECIBEL THERAPEUTICS, INC. 1325 BOYLSTON STREET, SUITE 500 BOSTON, MA02215 X X Signatures /s/ Ronald Vigliotta, Attorney-in-Fact 02/19/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On February 17, 2021, the Series A Preferred Stock automatically converted into Common Stock on a 15.529-for-one basis without payment of further consideration upon closing of the initial public offering of the Issuer's common stock. The shares had no expiration date. ( 2 )On February 17, 2021, the Series C Preferred Stock automatically converted into Common Stock on a 12.6352-for-one basis without payment of further consideration upon closing of the initial public offering of the Issuer's common stock. The shares had no expiration date. ( 3 )On February 17, 2021, the Series D Preferred Stock automatically converted into Common Stock on a 5.3-for-one basis without payment of further consideration upon closing of the initial public offering of the Issuer's common stock. The shares had no expiration date. ( 4 )Held of record by GSK Equity Investments, Limited ("GSK"), an indirect, wholly owned subsidiary of GlaxoSmithKline plc. SR One Capital Management, LP ("S.R. One") is the investment advisor for GSK. Mr. Foy is a partner at S.R. One. Mr. Foy disclaims beneficial ownership of all the shares reported herein and this report shall not be deemed an admission of beneficial ownership of such shares for the purposes of Section 16 or for any other purpose except to the extent of his proportionate 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.