Sec Form 4 Filing - Tananbaum James B. @ Gemini Therapeutics, Inc. /DE - 2021-02-05

Insider filing report for Changes in Beneficial Ownership
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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
Tananbaum James B.
2. Issuer Name and Ticker or Trading Symbol
Gemini Therapeutics, Inc. /DE [ GMTX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O GEMINI THERAPEUTICS, INC., 300 ONE KENDALL SQUARE, 3RD FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
02/05/2021
(Street)
CAMBRIDGE,, MA02139
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 02/05/2021 A( 1 ) 1,500,000 A $ 10 1,500,000 I See Footnote ( 2 )
Common Stock 02/05/2021 C 2,928,750 A $ 0 2,928,750 I See Footnote ( 2 )
Common Stock 441,500 I See Footnote ( 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
Common Stock $ 0 02/05/2021 C( 3 ) 2,928,750 ( 3 ) ( 3 ) Common Stock 2,928,750 $ 0 0 I See Footnote ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Tananbaum James B.
C/O GEMINI THERAPEUTICS, INC.
300 ONE KENDALL SQUARE, 3RD FLOOR
CAMBRIDGE,, MA02139
X
Signatures
/s/ Jason Meyenburg, attorney-in-fact 02/09/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares of common stock obtained in private placement of public securities ("PIPE") on February 5, 2021.
( 2 )These shares of the Issuer's common stock are held of record by FS Development Holdings, LLC ("FSD Holdings"). Foresite Capital Management V LLC and Foresite Capital Opportunity Management V, LLC are general partners, respectively, of Foresite Capital Fund V, L.P. and Foresite Capital Opportunity Fund V, L.P., the sole shareholders of FSD Holdings. Dr. Tananbaum, in his capacity as managing member of each of the general partners, may be deemed to have voting and investment discretion over these shares. Dr. Tananbaum disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein.
( 3 )In connection with the closing of Gemini Therapeutics, Inc.'s (formerly known as FS Development Corp.) business combination, shares of Class B Common Stock of FS Development Corp. converted into common stock of the Issuer.

Remarks:
Exhibit 24 - Power of Attorney

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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