Sec Form 4 Filing - Flagship Ventures Fund V General Partner LLC @ Evelo Biosciences, Inc. - 2018-05-11

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 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) 05/11/2018 (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 05/11/2018 C 14,622,143 A $ 0 17,952,153 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) Common Stock 05/11/2018 P 281,250 ( 6 ) A $ 16 18,233,403 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 )

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 ( 7 ) 05/11/2018 C 12,536,945 ( 7 ) ( 7 ) Common Stock 3,073,533 $ 0 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) Series A-1 Preferred Stock ( 7 ) 05/11/2018 C 10,102,055 ( 7 ) ( 7 ) Common Stock 2,476,600 $ 0 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) Series A-2 Preferred Stock ( 7 ) 05/11/2018 C 5,416,667 ( 7 ) ( 7 ) Common Stock 1,327,939 $ 0 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) Series A-3 Preferred Stock ( 7 ) 05/11/2018 C 8,333,000 ( 7 ) ( 7 ) Common Stock 2,042,902 $ 0 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) Series B Preferred Stock ( 7 ) 05/11/2018 C 18,611,110 ( 7 ) ( 7 ) Common Stock 4,562,664 $ 0 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) Series C Preferred Stock ( 7 ) 05/11/2018 C 4,643,963 ( 7 ) ( 7 ) Common Stock 1,138,505 $ 0 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 )

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, Title: Manager 05/15/2018 Signature of Reporting Person Date Flagship VentureLabs V LLC, By: Flagship Ventures Fu nd V, L.P., its manager, By: Flagship Ventures Fund V General Partner LLC, its general partner, By: /s/ Noubar B. Afeyan, Name: Noubar B. Afeyan, Title: Manager: 05/15/2018 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, Title: Manager 05/15/2018 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, Title: Manager 05/15/2018 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, Title: Manager 05/15/2018 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, Title: Manager 05/15/2018 Signature of Reporting Person Date Flagship Ventures Opprtunities 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, Title: Manager 05/15/2018 Signature of Reporting Person Date Flagship Ventures Opportunities Fund I General Partner LLC, By: /s/ Noubar B. Afeyan, Name: Noubar B. Afeyan, Title: Manager 05/15/2018 Signature of Reporting Person Date Noubar B. Afeyan, Ph.D., /s/ Noubar B. Afeyan 05/15/2018 Signature of Reporting Person Date Edwin M. Kania, Jr., /s/ Edwin M. Kania, Jr. 05/15/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Following the transactions reported herein, Flagship VentureLabs IV LLC ("VentureLabs IV") holds 684,372 shares of common stock, Flagship VentureLabs V LLC ("VentureLabs V") holds 2,645,637 shares of common stock, Flagship Ventures Fund IV L.P. ("Flagship Fund IV") holds 1,836,836 shares of common stock, 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") holds 448,911 shares of common stock, Flagship Ventures Fund V, L.P. ("Flagship Fund V") holds 4,201,284 shares of common stock, Flagship V VentureLabs Rx Fund, L.P. ("VentureLabs Rx V") holds 1,609,871 shares of common stock, Nutritional Health Side Fund, L.P. ("Nutritional Health Side Fund") holds 795,950 shares of common stock, ( 2 )[Continued] 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") holds 3,598,177 shares of common stock, and 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") holds 2,412,365 shares of common stock. ( 3 )Flagship Fund IV is a member of VentureLabs IV and also serves as its manager. Flagship Fund V is a member of VentureLabs V and also serves as its manager. ( 4 )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, VentureLabs Rx-V, 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"). ( 5 )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. ( 6 )Includes 35,156, 105,469, and 140,625 shares purchased by Nutritional Health Side Fund, Nutritional Innovation Fund, and Flagship Opportunities I, respectively, in connection with the Issuer's initial public offering. ( 7 )Upon closing of the Issuer's initial public offering, each share of preferred stock was automatically converted into the Issuer's common stock on a 0.2452-for-one basis.

Remarks: 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 4.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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