Sec Form 3 Filing - PARMAR KUSH @ Vor Biopharma Inc. - 2021-02-04

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
PARMAR KUSH
2. Issuer Name and Ticker or Trading Symbol
Vor Biopharma Inc. [ VOR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O VOR BIOPHARMA INC., 100 CAMBRIDGEPARK DRIVE, SUITE 400
3. Date of Earliest Transaction (MM/DD/YY)
02/04/2021
(Street)
CAMBRIDGE, MA02140
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
Series A-2 Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 3,308,822 I See Footnote ( 2 )
Series B Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 1,414,026 I See Footnote ( 2 )
Series B Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 1,414,026 I See Footnote ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PARMAR KUSH
C/O VOR BIOPHARMA INC.
100 CAMBRIDGEPARK DRIVE, SUITE 400
CAMBRIDGE, MA02140
X X
Signatures
/s/ Jason Minio, Attorney-in-Fact 02/04/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Series A-2 Preferred Stock and Series B Preferred Stock is convertible at any time at the option of the holder, without payment of additional consideration, into Common Stock, on a 13.6-for-one basis, has no expiration date and will automatically convert into shares of Common Stock upon the closing of the Issuer's initial public offering.
( 2 )The shares are directly held by 5AM Ventures VI, L.P. 5AM Partners VI, LLC is the general partner of 5AM Ventures VI, L.P. The Reporting Person is a managing member of 5AM Partners VI, LLC, and may be deemed to share voting and dispositive power over the shares held by 5AM Ventures VI, L.P. The reporting person disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein.
( 3 )The shares are directly held by 5AM Opportunities I, L.P. 5AM Opportunities I (GP), LLC is the general partner of 5AM Opportunities I, L.P. The Reporting Person is a managing member of 5AM Opportunities I (GP), LLC, and may be deemed to share voting and dispositive power over the shares held by 5AM Opportunities I, L.P. The reporting person disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein.

Remarks:
Exhibit List - Exhibit 24 - Power of Attorney

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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