Sec Form 4 Filing - Nashat Amir @ Morphic Holding, Inc. - 2019-07-01

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 Nashat Amir 2. Issuer Name and Ticker or Trading Symbol Morphic Holding, Inc. [ MORF] 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 POLARIS PARTNERS, ONE MARINA PARK DRIVE, 10TH FL. 3. Date of Earliest Transaction (MM/DD/YY) 07/01/2019 (Street) BOSTON, MA02210 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 07/01/2019 C 473,276 A 473,276 I By Polaris Partners VII, L.P. ( 2 ) ( 3 ) Common Stock 07/01/2019 C 1,236,302 A 1,709,578 I By Polaris Partners VII, L.P. ( 2 ) ( 3 ) Common Stock 07/01/2019 C 344,662 A 2,054,240 I By Polaris Partners VII, L.P. ( 2 ) ( 3 ) Common Stock 07/01/2019 C 33,108 A 33,108 I By Polaris Entrepreneurs' Fund VII, L.P. ( 6 ) Common Stock 07/01/2019 C 86,487 A 119,595 I By Polaris Entrepreneurs' Fund VII, L.P. ( 6 ) Common Stock 07/01/2019 C 24,111 A 143,706 I By Polaris Entrepreneurs' Fund VII, L.P. ( 6 ) Common Stock 07/01/2019 P 116,827 A $ 15 2,171,067 I By Polaris Partners VII, L.P. ( 2 ) ( 3 ) Common Stock 07/01/2019 P 8,173 A $ 15 151,879 I By Polaris Entrepreneurs' Fund VII, L.P. ( 6 )

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 Seed Preferred Stock ( 1 ) 07/01/2019 C 473,276 ( 1 ) ( 1 ) Common Stock 473,276 $ 0 0 I By Polaris Partners VII, L.P. ( 2 ) ( 3 ) Series A Preferred Stock ( 4 ) 07/01/2019 C 1,236,302 ( 4 ) ( 4 ) Common Stock 1,236,302 $ 0 0 I By Polaris Partners VII, L.P. ( 2 ) ( 3 ) Series B Preferred Stock ( 5 ) 07/01/2019 C 344,662 ( 5 ) ( 5 ) Common Stock 344,662 $ 0 0 I By Polaris Partners VII, L.P. ( 2 ) ( 3 ) Series Seed Preferred Stock ( 1 ) 07/01/2019 C 33,108 ( 1 ) ( 1 ) Common Stock 33,108 $ 0 0 I By Polaris Entrepreneurs' Fund VII, L.P. ( 6 ) Series A Preferred Stock ( 4 ) 07/01/2019 C 86,487 ( 4 ) ( 4 ) Common Stock 86,487 $ 0 0 I By Polaris Entrepreneurs' Fund VII, L.P. ( 6 ) Series B Preferred Stock ( 5 ) 07/01/2019 C 24,111 ( 5 ) ( 5 ) Common Stock 24,111 $ 0 0 I By Polaris Entrepreneurs' Fund VII, L.P. ( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Nashat Amir C/O POLARIS PARTNERS ONE MARINA PARK DRIVE, 10TH FL. BOSTON, MA02210 X Signatures /s/ Robert Farrell as attorney-in-fact for Amir Nashat 07/01/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of the issuer's Series Seed Preferred Stock automatically converted into one share of the issuer's Common Stock on July 1, 2019 in connection with the closing of the issuer's sale of its Common Stock in its firm commitment initial public offering (the "IPO") pursuant to a registration statement on Form S-1 (File No. 333-231837) under the Securities Act of 1933, as amended (the "Registration Statement"), and had no expiration date. ( 2 )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. The reporting person, a member of the issuer's Board of Directors, is a member of PMC VII. Each of the reporting person, David Barrett ("Barrett"), Brian Chee ("Chee"), Jonathan A. Flint ("Flint"), Terrance G. McGuire ("McGuire") and Bryce Youngren ("Youngren" and, together with the reporting person, Barrett, Chee, Flint, and McGuire, the "Managing Members") are the managing members of PMC VII. ( 3 )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. 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. ( 4 )Each share of the issuer's Series A Preferred Stock automatically converted into one share of the issuer's Common Stock on July 1, 2019 in connection with the closing of the issuer's sale of its Common Stock in its IPO pursuant to the Registration Statement, and had no expiration date. ( 5 )Each share of the issuer's Series B Preferred Stock automatically converted into one share of the issuer's Common Stock on July 1, 2019 in connection with the closing of the issuer's sale of its Common Stock in its IPO pursuant to the Registration Statement, and had no expiration date. ( 6 )The reportable securities are owned directly by Polaris Entrepreneurs' Fund VII, L.P. ("PEF VII"). PMC VII is the general partner of PEF VII. The reporting person, a member of the issuer's Board of Directors, is a member of PMC VII. Each of the reporting person, Barrett, Chee, Flint, McGuire and Youngren 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 PEF VII. 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.

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