Sec Form 4 Filing - Third Rock Ventures III, L.P. @ Neon Therapeutics, Inc. - 2018-06-29

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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
Third Rock Ventures III, L.P.
2. Issuer Name and Ticker or Trading Symbol
Neon Therapeutics, Inc. [ NTGN]
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 THIRD ROCK VENTURES, LLC, 29 NEWBURY STREET, 3RD FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
06/29/2018
(Street)
BOSTON, MA02116
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 06/29/2018 C 8,999,999 ( 1 ) A 9,399,999 D ( 4 )
Common Stock 06/29/2018 C 341,637 ( 3 ) A 9,741,636 D ( 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 Preferred Stock ( 2 ) 06/29/2018 C 45,000,000 ( 2 ) ( 2 ) Common Stock 8,999,999 ( 2 ) 0 D ( 4 )
Series B Preferred Stock ( 2 ) 06/29/2018 C 1,708,185 ( 2 ) ( 2 ) Common Stock 341,637 ( 2 ) 0 D ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Third Rock Ventures III, L.P.
C/O THIRD ROCK VENTURES, LLC
29 NEWBURY STREET, 3RD FLOOR
BOSTON, MA02116
X
Third Rock Ventures GP III, L.P.
C/O THIRD ROCK VENTURES, LLC
29 NEWBURY STREET, 3RD FLOOR
BOSTON, MA02116
X
TRV GP III, LLC
C/O THIRD ROCK VENTURES, LLC
29 NEWBURY STREET, 3RD FLOOR
BOSTON, MA02116
X
STARR KEVIN P
C/O THIRD ROCK VENTURES, LLC
29 NEWBURY STREET, 3RD FLOOR
BOSTON, MA02116
X
LEVIN MARK J
C/O THIRD ROCK VENTURES, LLC
29 NEWBURY STREET, 3RD FLOOR
BOSTON, MA02116
X
Signatures
/s/ Kevin Gillis, Chief Financial Officer of TRV GP III, LLC, general partner of Third Rock Ventures GP III, L.P., general partner of Third Rock Ventures III, L.P. 07/03/2018
Signature of Reporting Person Date
/s/ Kevin Gillis, Chief Financial Officer of TRV GP III, LLC, general partner of Third Rock Ventures GP III, L.P. 07/03/2018
Signature of Reporting Person Date
/s/ Kevin Gillis, Chief Financial Officer of TRV GP III, LLC 07/03/2018
Signature of Reporting Person Date
/s/ Kevin Gillis, by power of attorney for Kevin Starr 07/03/2018
Signature of Reporting Person Date
/s/ Kevin Gillis, by power of attorney for Mark Levin 07/03/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the total number of shares of Common Stock received by Third Rock Ventures III, L.P. ("TRV III") upon the conversion of the Issuer's Series A Preferred Stock in connection with the closing of the Issuer's initial public offering.
( 2 )All series of Preferred Stock automatically converted into the Issuer's Common Stock on a 5-for-1 basis upon the closing of the Issuer's initial public offering on June 29, 2018 and had no expiration date.
( 3 )Represents the total number of shares of Common Stock received by TRV III upon the conversion of the Issuer's Series B Preferred Stock in connection with the closing of the Issuer's initial public offering.
( 4 )These shares are directly held by TRV III. The general partner of TRV III is Third Rock Ventures GP III, L.P. ("TRV GP III"). The general partner of TRV GP III is TRV GP III, LLC ("TRV GP III LLC"). The individual managers of TRV GP III LLC are Mark Levin ("Levin"), Kevin Starr ("Starr") and Dr. Robert Tepper ("Tepper"). Each of TRV GP III, TRV GP III LLC, Levin, Starr and Tepper disclaims beneficial ownership of the shares except to the extent of its or his pecuniary interest therein, if any, and this report shall not be deemed an admission that it or he is the beneficial owner of such shares.

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