Sec Form 3 Filing - Meyenburg Jason Patrick @ Gemini Therapeutics, Inc. /DE - 2021-02-05

Insider filing report for Changes in Beneficial Ownership
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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
Meyenburg Jason Patrick
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
X __ Officer (give title below) _____ Other (specify below)
President & CEO
(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
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
Stock Option (Right to Buy) $ 2.1563 ( 1 ) 11/11/2029 Common Stock 586,368 D
Stock Option (Right to Buy) $ 2.5234 ( 2 ) 03/10/2030 Common Stock 129,840 D
Stock Option (Right to Buy) $ 7.616 ( 3 ) 10/15/2030 Common Stock 256,768 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Meyenburg Jason Patrick
C/O GEMINI THERAPEUTICS, INC.
300 ONE KENDALL SQUARE, 3RD FLOOR
CAMBRIDGE,, MA02139
X President & CEO
Signatures
/s/ Jason Meyenburg 02/09/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Stock option to purchase common stock issued as merger consideration pursuant to the Agreement and Plan of Merger by and among Gemini Therapeutics Inc., FS Development Corp., FSG Merger Sub Inc. and Shareholder Representative Services LLC, dated as of October 15, 2020 (the "Merger Agreement"). This option shall vest and become exercisable 25% of the shares vesting on the one-year anniversary of the Vesting Start Date, September 23, 2019, and the remainder vesting ratably on a monthly basis over the following 36 months, subject to continued employment.
( 2 )Stock option to purchase common stock issued as merger consideration pursuant to the Merger Agreement. This option shall vest and become exercisable over a period of four years from the Vesting Start Date, March 11, 2020, with 25% vesting on the one year anniversary of the Vesting Start Date, and the remainder vesting over a period of 36 months thereafter, provided that as of each such date the Grantee remains in a business relationship with the Company.
( 3 )Stock option to purchase common stock issued as merger consideration pursuant to the Merger Agreement. This option shall vest and become exercisable 25% shall vest on the one year anniversary of the Vesting Start Date, and the remainder shall vest over a period of 36 months thereafter, provided that as of each such vesting date the Grantee remains in a business relationship with the Company.

Remarks:
Exhibit 24 - Power of Attorney

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