Sec Form 3 Filing - Morningside Venture Investments Ltd @ Amylyx Pharmaceuticals, Inc. - 2022-01-06

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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
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1. Name and Address of Reporting Person
Morningside Venture Investments Ltd
2. Issuer Name and Ticker or Trading Symbol
Amylyx Pharmaceuticals, Inc. [ AMLX]
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)
C/O THC MGMT SERVICES SAM 2ND FL LE PRIN, DE GALLES, 3-5 AVE DES CITRONNIERS
3. Date of Earliest Transaction (MM/DD/YY)
01/06/2022
(Street)
MONACO, O9MC 98000
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
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 Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 1,409,035 D( 2 )
Series B Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 6,410,964 D( 2 )
Series C-1 Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 974,107 D( 2 )
Series C-2 Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 1,621,544 D( 2 )( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Morningside Venture Investments Ltd
C/O THC MGMT SERVICES SAM 2ND FL LE PRIN
DE GALLES, 3-5 AVE DES CITRONNIERS
MONACO, O9MC 98000
X
Signatures
/s/ Frances Anne Elizabeth Richard, for Morningside Venture Investments Limited 01/25/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Series A, Series B, Series C-1 and Series C-2 preferred stock (collectively the "Preferred Stock") is convertible on a one-for-one basis into Common Stock at any time at the election of the Reporting Person and will automatically convert upon the closing of the Issuer's initial public offering into the number of shares of the Issuer's Common Stock shown in column 3 without payment or further consideration. The Preferred Stock has no expiration date.
( 2 )Frances Anne Elizabeth Richard, Jill Marie Franklin, Peter Stuart Allenby Edwards and Cheung Ka Ho, are the directors of Morningside and share voting and dispositive power with respect to the securities held by Morningside Venture Investments Limited ("Morningside") and MVIL, LLC ("MVIL LLC"), Morningside's wholly-owned subsidiary. Cheng Yee Wing and Wong See Wai are the managers of MVIL and share voting and dispositive power with respect to the securities held by MVIL LLC. Ms. Cheng and Mr. Wong each disclaim ownership of the securities owned by MVIL LLC.
( 3 )The shares of Series C-2 preferred stock are held by MVIL LLC.

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).
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