Sec Form 4 Filing - Access Industries Holdings LLC @ Neon Therapeutics, Inc. - 2018-06-29

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 Access Industries Holdings LLC 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 ACCESS INDUSTRIES, INC., 40 WEST 57TH STREET, 28TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 06/29/2018 (Street) NEW YORK, NY10019 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 999,998 A 999,998 D ( 2 ) Common Stock 06/29/2018 C 999,998 A 999,998 I ( 3 ) By corporation Common Stock 06/29/2018 C 782,917 A 1,782,915 D ( 2 ) Common Stock 06/29/2018 P 315,000 A $ 16 2,097,915 D ( 2 )

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 ) 06/29/2018 C 5,000,000 ( 1 ) ( 1 ) ( 1 ) Common Stock 999,998 ( 1 ) ( 1 ) 0 D ( 2 ) Series A Preferred Stock ( 1 ) 06/29/2018 C 5,000,000 ( 1 ) ( 1 ) ( 1 ) Common Stock 999,998 ( 1 ) ( 1 ) 0 I ( 3 ) By corporation Series B Preferred Stock ( 4 ) 06/29/2018 C 3,914,590 ( 4 ) ( 4 ) ( 4 ) Common Stock 782,917 ( 4 ) ( 4 ) 0 D ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Access Industries Holdings LLC C/O ACCESS INDUSTRIES, INC. 40 WEST 57TH STREET, 28TH FLOOR NEW YORK, NY10019 X Clal Biotechnology Industries Ltd. 3 AZRIELI CENTER TRIANGLE TOWER 45 FLOOR TEL AVIV, L367023 See Remarks ACCESS INDUSTRIES, LLC C/O ACCESS INDUSTRIES, INC. 40 WEST 57TH STREET, 28TH FLOOR NEW YORK, NY10019 Affiliate of 10% Owner ACCESS INDUSTRIES MANAGEMENT, LLC C/O ACCESS INDUSTRIES, INC. 40 WEST 57TH STREET, 28TH FLOOR NEW YORK, NY10019 Affiliate of 10% Owner Blavatnik Len C/O ACCESS INDUSTRIES, INC. 40 WEST 57TH STREET, 28TH FLOOR NEW YORK, NY10019 Affiliate of 10% Owner Signatures /s/ Alejandro Moreno for Access Industries Holdings LLC 07/03/2018 Signature of Reporting Person Date /s/ Ofer Gonen (CEO) and Assaf Segal (CFO) for Clal Biotechnology Industries Ltd. 07/03/2018 Signature of Reporting Person Date /s/ Alejandro Moreno for Access Industries, LLC 07/03/2018 Signature of Reporting Person Date /s/ Alejandro Moreno for Access Industries Management, LLC 07/03/2018 Signature of Reporting Person Date /s/ Alejandro Moreno, as Attorney-in-Fact for Mr. Blavatnik 07/03/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects conversion of shares of Series A Preferred Stock into shares of the Issuer's common stock, $0.001 par value per share ("Common Stock"), in connection with the closing of the Issuer's initial public offering of Common Stock on approximately a 5:1 basis exempted under Rule 16b-6(b). The Series A Preferred Stock were convertible at any time into shares of Common Stock and had no expiration date. In connection with the conversion, fractional shares of Common Stock were cash settled at a value of $16.00 per share. AIH and CBI (each as defined below) each received $32.00 for the cash settlement of an aggregate of 2 fractional shares of Common Stock. ( 2 )The securities reported are held directly by Access Industries Holdings LLC ("AIH") and may be deemed to be beneficially owned by Access Industries, LLC ("Access LLC"), Access Industries Management, LLC ("Management LLC") and Len Blavatnik, because Access LLC holds a majority of the outstanding voting interests in AIH, Management LLC controls Access LLC and AIH, and Len Blavatnik controls Management LLC and Access LLC. Each of the reporting persons (other than AIH) disclaims beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein, if any, and this Form shall not be construed as an admission that any such reporting person (other than AIH) is the beneficial owner of such securities for any purpose. ( 3 )The securities reported are held directly by Clal Biotechnology Industries Ltd. ("CBI"). AIH, Access LLC, Management LLC and Len Blavatnik may be deemed to beneficially own the securities held directly by CBI because Clal Industries Ltd. ("CI") is the controlling shareholder of CBI, AIH controls CI, Access LLC holds a majority of the outstanding interests in AIH, Management LLC controls Access LLC, and Len Blavatnik controls Management LLC and Access LLC. Each of the reporting persons (other than CBI) disclaims beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein, if any, and this Form shall not be construed as an admission that any such reporting person (other than CBI) is the beneficial owner of such securities for any purpose. ( 4 )Reflects conversion of shares of Series B Preferred Stock into shares of Common Stock in connection with the closing of the Issuer's initial public offering of Common Stock on approximately a 5:1 basis exempted under Rule 16b-6(b). The Series B Preferred Stock were convertible at any time into shares of Common Stock and had no expiration date. In connection with the conversion, fractional shares of Common Stock were cash settled at a value of $16.00 per share. AIH received $16.00 for the cash settlement of an aggregate of 1 fractional share of Common Stock.

Remarks: As a result of CBI's relationships with the other Reporting Persons, it is possible that CBI may be deemed a member of a "group", within the meaning of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934, as amended (the" Act"), with such other Reporting Persons. CBI is making this filing as a precautionary matter and this filing shall not be deemed an admission that CBI is a member of a group or is subject to the reporting requirements of Section 16 of the A ct.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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