Sec Form 4 Filing - 5AM Ventures VI, L.P. @ Vor Biopharma Inc. - 2021-02-09

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 *
5AM Ventures VI, L.P.
2. Issuer Name and Ticker or Trading Symbol
Vor Biopharma Inc. [ VOR]
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)
501 2ND STREET, SUITE 350
3. Date of Earliest Transaction (MM/DD/YY)
02/09/2021
(Street)
SAN FRANCISCO, CA94107
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 02/09/2021 C 3,308,822 A 3,308,822 I See footnote ( 2 )
Common Stock 02/09/2021 C 1,414,026 A 4,722,848 I See footnote ( 2 )
Common Stock 02/09/2021 P 111,111 A $ 18 4,833,959 I See footnote ( 2 )
Common Stock 02/09/2021 C 1,414,026 A 1,414,026 I See footnote ( 3 )
Common Stock 02/09/2021 P 444,444 A $ 18 1,858,470 I See footnote ( 3 )
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 ) 02/09/2021 C 45,000,000 ( 1 ) ( 1 ) Common Stock 3,308,822 $ 0 0 I See footnote ( 2 )
Series B Preferred Stock ( 1 ) 02/09/2021 C 19,230,768 ( 1 ) ( 1 ) Common Stock 1,414,026 $ 0 0 I See footnote ( 2 )
Series B Preferred Stock ( 1 ) 02/09/2021 C 19,230,768 ( 1 ) ( 1 ) Common Stock 1,414,026 $ 0 0 I See footnote ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
5AM Ventures VI, L.P.
501 2ND STREET, SUITE 350
SAN FRANCISCO, CA94107
X
5AM Partners VI, LLC
501 2ND STREET, SUITE 350
SAN FRANCISCO, CA94107
X
5AM Opportunities I, L.P.
501 2ND STREET, SUITE 350
SAN FRANCISCO, CA94107
X
5AM Opportunities I (GP), LLC
501 2ND STREET, SUITE 350
SAN FRANCISCO, CA94107
X
Schwab Andrew J.
501 2ND STREET, SUITE 350
SAN FRANCISCO, CA94107
X
Signatures
5AM Ventures VI, L.P., By: 5AM Partners VI, LLC, its General Partner, By /s/ Kush Parmar, Managing Member 02/09/2021
** Signature of Reporting Person Date
5AM Partners VI, LLC, By /s/ Kush Parmar, Managing Member 02/09/2021
** Signature of Reporting Person Date
5AM Opportunities I, L.P., By: 5AM Opportunities I (GP), LLC, its General Partner, By /s/ Kush Parmar, Managing Member 02/09/2021
** Signature of Reporting Person Date
5AM Opportunities I (GP), LLC, By /s/ Kush Parmar, Managing Member 02/09/2021
** Signature of Reporting Person Date
/s/ Andrew J. Schwab 02/09/2021
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Series A-2 Preferred Stock and Series B Preferred Stock automatically converted into shares of Common Stock upon the closingof the Issuer's initial public offering for no additional consideration, on a 13.6 for-one basis, and had no expiration date.
( 2 )The shares are directly held by 5AM Ventures VI, L.P. ("Ventures VI"). 5AM Partners VI, LLC ("Partners VI") is the sole general partner of Ventures VI. Dr. Kush Parmar and Andrew J. Schwab are the managing members of Partners VIand may be deemed to have shared voting and investment power over the shares beneficially owned by Ventures VI. Each of Partners VI and Mr. Schwab disclaims beneficial ownership of the shares of Common Stock held directly byVentures VI, except to the extent of its or his pecuniary interest therein. Dr. Parmar is a director of the issuer and files separate Section 16 reports.
( 3 )The shares are directly held by 5AM Opportunities I, L.P ("Opportunities LP"). 5AM Opportunities I (GP), LLC ("Opportunities GP") is the sole general partner of Opportunities LP. Andrew J. Schwab and Dr. Kush Parmar are themanaging members of Opportunities GP and may be deemed to have shared voting and investment power over the shares beneficially owned by Opportunities LP. Each of Opportunities GP and Mr. Schwab disclaims beneficial ownershipof the shares of Common Stock held directly by Opportunities LP, except to the extent of its or his pecuniary interest therein. Dr. Parmar is a director of the issuer and files separate Section 16 reports.

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