Sec Form 4 Filing - Flagship Ventures Fund IV General Partner LLC @ Evelo Biosciences, Inc. - 2023-07-11

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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
Flagship Ventures Fund IV 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)
C/O FLAGSHIP PIONEERING INC., 55 CAMBRIDGE PARKWAY, SUITE 800E
3. Date of Earliest Transaction (MM/DD/YY)
07/11/2023
(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 07/11/2023 P( 1 ) 1,082,251 A $ 2.31 1,461,795 I By Flagship Ventures Fund IV, L.P. ( 2 )
Common Stock 07/11/2023 P( 1 ) 1,082,251 A $ 2.31 1,493,241 I By Nutritional Health LTP Fund, L.P. ( 3 )
Common Stock 07/11/2023 P( 1 ) 3,246,753 A $ 2.31 3,931,685 I By Flagship Pioneering Fund VII, L.P. ( 4 )
Common Stock 94,371 I By Flagship Ventures Fund IV-Rx, L.P. ( 5 )
Common Stock 274,766 I By Flagship Ventures Opportunities Fund I, L.P. ( 6 )
Common Stock 34,219 I By Flagship VentureLabs IV LLC ( 7 )
Common Stock 132,282 I By Flagship VentureLabs V LLC ( 8 )
Common Stock 210,064 I By Flagship Ventures Fund V, L.P. ( 9 )
Common Stock 80,494 I By Flagship V VentureLabs Rx Fund, L.P. ( 10 )
Common Stock 39,798 I By Nutritional Health Side Fund, L.P. ( 11 )
Common Stock 179,909 I By Nutritional Health Disruptive Innovation Fund, L.P. ( 12 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Flagship Ventures Fund IV General Partner LLC
C/O FLAGSHIP PIONEERING INC.
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE, MA02142
X
Flagship Ventures Fund IV, L.P.
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE, MA02142
X
Nutritional Health LTP Fund General Partner LLC
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE, MA02142
X
Nutritional Health LTP Fund, L.P.
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE, MA02142
X
Flagship Pioneering Inc.
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE, MA02142
X
Flagship Pioneering Fund VII General Partner LLC
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE, MA02142
X
Flagship Pioneering Fund VII, L.P.
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE, MA02142
X
AFEYAN NOUBAR
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE, MA02142
X
Signatures
Flagship Ventures Fund IV General Partner LLC, By: /s/ Noubar B. Afeyan, Ph.D., Name: Noubar B. Afeyan, Ph.D., Title: Manager 07/13/2023
Signature of Reporting Person Date
Flagship Ventures Fund IV, L.P., By: Flagship Ventures Fund IV General Partner LLC, its general partner, By: /s/ Noubar B. Afeyan, Ph.D., Name: Noubar B. Afeyan, Ph.D., Title: Manager 07/13/2023
Signature of Reporting Person Date
Nutritional Health LTP Fund General Partner LLC, By: Flagship Pioneering, Inc., its manager, By: /s/ Noubar B. Afeyan, Name: Noubar B. Afeyan, Ph.D., Title: Chief Executive Officer 07/13/2023
Signature of Reporting Person Date
Nutritional Health LTP Fund, L.P., By: Nutritional Health LTP Fund General Partner LLC, its general partner, By: Flagship Pioneering, Inc., its manager, By: /s/ Noubar B. Afeyan, Name: Noubar B. Afeyan, Ph.D., Title: Chief Executive Officer 07/13/2023
Signature of Reporting Person Date
Flagship Pioneering, Inc. By: /s/ Noubar B. Afeyan, Name: Noubar B. Afeyan, Ph.D., Title: Chief Executive Officer 07/13/2023
Signature of Reporting Person Date
Flagship Pioneering Fund VII General Partner LLC, By: Flagship Pioneering, Inc., its manager, By: /s/ Noubar B. Afeyan, Name: Noubar B. Afeyan, Ph.D., Title: Chief Executive Officer 07/13/2023
Signature of Reporting Person Date
Flagship Pioneering Fund VII, L.P., By: Flagship Pioneering Fund VII General Partner LLC, its general partner, By: Flagship Pioneering, Inc., its manager, By: /s/ Noubar B. Afeyan, Name: Noubar B. Afeyan, Ph.D., Title: Chief Executive Officer 07/13/2023
Signature of Reporting Person Date
Noubar B. Afeyan, Ph.D. By: /s/ Noubar B. Afeyan, Ph.D. 07/13/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On July 11, 2023, Flagship Ventures Fund IV, L.P. ("Flagship Fund IV"), Nutritional Health LTP Fund, L.P. ("Nutritional LTP") and Flagship Pioneering Fund VII, L.P. ("Flagship Fund VII") acquired 1,082,251 shares, 1,082,251 shares and 3,246,753 shares, respectively, of the Issuer's Common Stock in a private placement at a price of $2.31 per share.
( 2 )Shares held by Flagship Fund IV. Flagship Ventures Fund IV General Partner LLC ("Flagship Fund IV GP") is the general partner of Flagship Fund IV. Noubar B. Afeyan, Ph.D. ("Dr. Afeyan") is the sole manager of Flagship Fund IV GP. Each of the reporting persons except for Flagship Fund IV disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.
( 3 )Shares held by Nutritional LTP. Nutritional Health LTP Fund General Partner LLC ("Nutritional LTP GP") is the general partner of Nutritional LTP. Flagship Pioneering, Inc. ("Flagship Pioneering") is the manager of Nutritional LTP GP. Dr. Afeyan is the Chief Executive Officer, director and sole stockholder of Flagship Pioneering. Each of the reporting persons except for Nutritional LTP disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.
( 4 )Shares held by Flagship Fund VII. Flagship Pioneering Fund VII General Partner LLC ("Flagship Fund VII GP") is the general partner of Flagship Fund VII. Flagship Pioneering is the manager of Flagship Fund VII GP. Each of the reporting persons except for Flagship Fund VII disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.
( 5 )Shares held by Flagship Ventures Fund IV-Rx, L.P ("Flagship Fund IV-Rx"). Flagship Fund IV GP is the general partner of Flagship Fund IV-Rx. Each of the reporting persons except for Flagship Fund IV-Rx disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.
( 6 )Shares held by Flagship Ventures Opportunities Fund I, L.P. ("Flagship Opportunities I"). Flagship Ventures Opportunities Fund I General Partner LLC ("Flagship Opportunities GP") is the general partner of Flagship Opportunities I. Dr. Afeyan is the sole manager of Flagship Opportunities GP. Each of the reporting persons except for Flagship Opportunities I disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.
( 7 )Shares held by Flagship VentureLabs IV, LLC ("VentureLabs IV"). Flagship Fund IV is the manager of VentureLabs IV. Each of the reporting persons except for VentureLabs IV disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.
( 8 )Shares held by Flagship VentureLabs V LLC ("VentureLabs V"). Flagship VentureLabs V Manager LLC ("VentureLabs V Manager") serves as manager of VentureLabs V. Flagship Pioneering is the manager of VentureLabs V Manager. Each of the reporting persons except for VentureLabs V disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.
( 9 )Shares held by Flagship Ventures Fund V, L.P. ("Flagship Fund V"). Flagship Ventures Fund V General Partner LLC ("Flagship Fund V GP") is the general partner of Flagship Fund V. Dr. Afeyan serves as sole manager of Flagship Fund V. Each of the reporting persons except for Flagship Fund V disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.
( 10 )Shares held by Flagship V VentureLabs Rx Fund, L.P. ("VentureLabs Rx V"). Flagship Fund V GP is the general partner of VentureLabs Rx V. Each of the reporting persons except for VentureLabs Rx V disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.
( 11 )Shares held by Nutritional Health Side Fund, L.P. ("Nutritional Health Side Fund"). Flagship Fund V GP is the general partner of Nutritional Health Side Fund. Each of the reporting persons except for Nutritional Health Side Fund disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.
( 12 )Shares held by Nutritional Health Disruptive Innovation Fund, L.P. ("Nutritional Innovation Fund"). Flagship Fund V GP is the general partner of Nutritional Innovation Fund. Each of the reporting persons except for Nutritional Innovation Fund disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

Remarks:
On June 29, 2023, the Issuer effected a 1-for-20 reverse stock split of its common stock (the "Reverse Stock Split"). The share amounts reported herein have been adjusted to reflect the Reverse Stock Split.

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).
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