Sec Form 3 Filing - Flagship Ventures Fund V General Partner LLC @ Evelo Biosciences, Inc. - 2018-05-08

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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
Flagship Ventures Fund V General Partner LLC
2. Issuer Name and Ticker or Trading Symbol
Evelo Biosciences, Inc. [ EVLO]
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)
55 CAMBRIDGE PARKWAY, SUITE 800E
3. Date of Earliest Transaction (MM/DD/YY)
05/08/2018
(Street)
CAMBRIDGE, MA02142
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 3,330,009 I See footnotes ( 1 ) ( 9 ) ( 10 ) ( 11 )
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 ) ( 2 ) ( 2 ) Common Stock 3, 073,533 I See footnotes ( 3 ) ( 9 ) ( 10 ) ( 11 )
Series A-1 Preferred Stock ( 2 ) ( 2 ) ( 2 ) Common Stock 2,476,600 I See footnotes ( 4 ) ( 9 ) ( 10 ) ( 11 )
Series A-2 Preferred Stock ( 2 ) ( 2 ) ( 2 ) Common Stock 1,327,939 I See footnotes ( 5 ) ( 9 ) ( 10 ) ( 11 )
Series A-3 Preferred Stock ( 2 ) ( 2 ) ( 2 ) Common Stock 2,042,902 I See footnotes ( 6 ) ( 9 ) ( 10 ) ( 11 )
Series B Preferred Stock ( 2 ) ( 2 ) ( 2 ) Common Stock 4,562,664 I See footnotes ( 7 ) ( 9 ) ( 10 ) ( 11 )
Series C Preferred Stock ( 2 ) ( 2 ) ( 2 ) Common Stock 1,138,505 I See footnotes ( 8 ) ( 9 ) ( 10 ) ( 11 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Flagship Ventures Fund V General Partner LLC
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE, MA02142
X
Flagship VentureLabs V LLC
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE, MA02142
X
Flagship Ventures Fund V, L.P.
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE, MA02142
X
Flagship V VentureLabs Rx Fund, L.P.
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE, MA02142
X
Nutritional Health Disruptive Innovation Fund, L.P.
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE, MA02142
X
Nutritional Health Side Fund, L.P.
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE, MA02142
X
Flagship Ventures Opportunities Fund I, L.P.
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE, MA02142
X
Flagship Ventures Opportunities Fund I General Partner LLC
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE, MA02142
X
AFEYAN NOUBAR
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE, MA02142
X X
KANIA EDWIN M JR
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE, MA02142
X
Signatures
Flagship Ventures Fund V General Partner LLC, By: /s/ Noubar B. Afeyan, Name: Noubar B. Afeyan, Ph.D., Title: Manager 05/08/2018
Signature of Reporting Person Date
Flagship VentureLabs V LLC, By: Flagship Ventures Fund V, L.P., its manager, By: Flagship Ventures Fund V General Partner LLC, its general partner, By: /s/ Noubar B. Afeyan, Ph.D., Name: Noubar B. Afeyan, Ph.D., Title: Manager 05/08/2018
Signature of Reporting Person Date
Flagship Ventures Fund V, L.P., By: Flagship Ventures Fund V General Partner LLC, its general partner, By: /s/ Noubar B. Afeyan, Name: Noubar B. Afeyan, Ph.D., Title: Manager 05/08/2018
Signature of Reporting Person Date
Flagship V VentureLabs Rx Fund, L.P., By: Flagship Ventures Fund V General Partner LLC, its general partner, By: /s/ Noubar B. Afeyan, Name: Noubar B. Afeyan, Ph.D., Title: Manager 05/08/2018
Signature of Reporting Person Date
Nutritional Health Disruptive Innovation Fund, L.P., By: Flagship Ventures Fund V General Partner LLC, its general partner, By: /s/ Noubar B. Afeyan, Name: Noubar B. Afeyan, Ph.D., Title: Manager 05/08/2018
Signature of Reporting Person Date
Nutritional Health Side Fund, L.P., By: Flagship Ventures Fund V General Partner LLC, its general partner, By: /s/ Noubar B. Afeyan, Name: Noubar B. Afeyan, Ph.D., Title: Manager 05/08/2018
Signature of Reporting Person Date
Flagship Ventures Opportunities Fund I, L.P., By: Flagship Ventures Opportunities Fund I General Partner LLC, its general partner, By: /s/ Noubar B. Afeyan, Name: Noubar B. Afeyan, Ph.D., Title: Manager 05/08/2018
Signature of Reporting Person Date
Flagship Ventures Opportunities Fund I General Partner LLC, By: /s/ Noubar B. Afeyan, Name: Noubar B. Afeyan, Ph.D., Title: Manager 05/08/2018
Signature of Reporting Person Date
/s/ Noubar B. Afeyan, Noubar B. Afeyan, Ph.D. 05/08/2018
Signature of Reporting Person Date
/s/ Edwin M. Kania, Jr., Edwin M. Kania, Jr. 05/08/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes 684,372 shares held by Flagship VentureLabs IV LLC ("VentureLabs IV") and 2,645,637 shares held by Flagship VentureLabs V LLC ("VentureLabs V").
( 2 )The preferred stock is convertible into the Issuer's common stock on a 0.2452-for-one basis at the holder's election and has no expiration date. The preferred stock will automatically convert into common stock upon the closing of the Issuer's initial public offering.
( 3 )Includes Series A Preferred Stock convertible into 2,554,616 shares of common stock by Flagship Ventures Fund V, L.P. ("Flagship Fund V"), 314,619 shares of common stock by Flagship V VentureLabs Rx Fund, L.P. ("VentureLabs Rx V") and 204,298 shares of common stock by Nutritional Health Side Fund, L.P. ("Nutritional Health Side Fund").
( 4 )Includes Series A-1 Preferred Stock convertible into 1,019,675 shares of common stock by Flagship Ventures Fund IV L.P. ("Flagship Fund IV"), 244,621 shares of common stock by Flagship Ventures Fund IV-Rx, L.P. ("Flagship Fund IV-Rx" and, together with VentureLabs IV and Flagship Fund IV, the "Flagship Fund IV Funds"), 303,076 shares of common stock by Flagship Fund V and 909,228 shares of common stock by Nutritional Health Disruptive Innovation Fund, L.P. ("Nutritional Innovation Fund" and, together with VentureLabs V, Flagship Fund V, VentureLabs Rx V and Nutritional Health Side Fund, the "Flagship Fund V Funds").
( 5 )Includes Series A-2 Preferred Stock convertible into 747,732 shares of common stock by Flagship Fund V, 478,058 shares of common stock by VentureLabs Rx V and 102,149 shares of common stock by Nutritional Health Side Fund.
( 6 )Includes Series A-3 Preferred Stock convertible into 817,161 shares of common stock by Flagship Fund IV, 204,290 shares of common stock by Flagship Fund IV-Rx, 255,362 shares of common stock by Flagship Fund V and 766,089 shares of common stock by Nutritional Innovation Fund.
( 7 )Includes Series B Preferred Stock convertible into 340,497 shares of common stock by Flagship Fund V, 817,194 shares of common stock by VentureLabs Rx V, 1,361,989 shares of common stock by Nutritional Innovation Fund, 1,702,487 shares of common stock by Flagship Ventures Opportunities Fund I, L.P. ("Flagship Opportunities I" and, together with the Flagship Fund IV Funds and Flagship Fund V Funds, the "Flagship Funds") and 340,497 shares of common stock by Nutritional Health Side Fund.
( 8 )Includes Series C Preferred Stock convertible into 569,253 shares of common stock by Flagship Opportunities I, 455,402 shares of common stock by Nutritional Innovation Fund and 113,850 shares of common stock by Nutritional Health Side Fund.
( 9 )Flagship Fund IV is a member of Flagship VentureLabs IV and also serves as its manager. Flagship Fund V is a member of Flagship VentureLabs V and also serves as its manager.
( 10 )The general partner of each of Flagship Fund IV and Flagship Fund IV-Rx is Flagship Ventures Fund IV General Partner LLC ("Flagship Fund IV GP"). The general partner of Flagship Fund V, Flagship VentureLabs V-Rx, Nutritional Innovation Fund and Nutritional Health Side Fund is Flagship Ventures Fund V General Partner LLC ("Flagship Fund V GP"). The general partner of Flagship Opportunities Fund I is Flagship Ventures Opportunities Fund I General Partner LLC ("Flagship Opportunities GP," and together with Flagship Fund IV GP and Flagship Fund V GP, the "Flagship General Partners").
( 11 )Noubar B. Afeyan, Ph.D. and Edwin M. Kania, Jr. are the managers of Flagship Fund IV GP and each of these individuals may be deemed to share voting and investment power with respect to all shares held by Flagship Fund IV Funds. Dr. Afeyan also serves as the managing member of the Flagship Fund V GP and Flagship Opportunities Fund GP and may be deemed to possess sole voting and investment control over the shares held by the Flagship Fund V Funds and Flagship Opportunities Fund I. Each of the Flagship General Partners, Dr. Afeyan and Mr. Kania disclaims beneficial ownership of any shares beneficially owned by the Flagship Funds except to the extent of its or his pecuniary interest therein.

Remarks:
Exhibit 24 - Power of Attorney.Due to the limitations of the electronic filing system each of Flagship Ventures Fund IV General Partner LLC, Flagship VentureLabs IV LLC, Flagship Ventures Fund IV, L.P. and Flagship Ventures Fund IV-Rx, L.P. are filing a separate Form 3.

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).

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