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Sec Form 4 Filing - Flagship Ventures Fund V General Partner LLC @ Sigilon Therapeutics Inc. - 2020-12-08

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 V General Partner LLC
2. Issuer Name and Ticker or Trading Symbol
Sigilon Therapeutics, Inc. [ SGTX]
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)
12/08/2020
(Street)
CAMBRIDGE, MA02139
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 12/08/2020 C( 1 ) 8,888,888 A 8,888,888 I See Footnote ( 2 )
Common Stock 12/08/2020 C( 1 ) 1,481,481 A 1,481,481 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 Convertible Preferred Stock ( 1 ) 12/08/2020 C( 1 ) 4,444,444 ( 1 ) ( 1 ) Common Stock 4,444,444 ( 1 ) 0 I See Footnote ( 2 )
Series A-1 Convertible Preferred Stock ( 1 ) 12/08/2020 C( 1 ) 4,074,074 ( 1 ) ( 1 ) Common Stock 4,074,074 ( 1 ) 0 I See Footnote ( 2 )
Series B Convertible Preferred Stock ( 1 ) 12/08/2020 C( 1 ) 370,370 ( 1 ) ( 1 ) Common Stock 370,370 ( 1 ) 0 I See Footnote ( 2 )
Series B Convertible Preferred Stock ( 1 ) 12/08/2020 C( 1 ) 1,481,481 ( 1 ) ( 1 ) Common Stock 1,481,481 ( 1 ) 0 I See Footnote ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Flagship Ventures Fund V General Partner LLC
C/O FLAGSHIP PIONEERING INC.
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE, MA02139
X
Flagship Ventures Fund V, L.P.
C/O FLAGSHIP PIONEERING INC.
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE, MA02142
X
Flagship Pioneering Special Opportunities Fund II, L.P.
C/O FLAGSHIP PIONEERING INC.
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE, MA02142
X
Flagship Pioneering Special Opportunities Fund II General Partner LLC
C/O FLAGSHIP PIONEERING INC.
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE, MA02142
X
Flagship Pioneering Inc.
C/O FLAGSHIP PIONEERING INC.
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE, MA02142
X
AFEYAN NOUBAR
C/O FLAGSHIP PIONEERING, INC.
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE, MA02142
X
Signatures
Flagship Ventures Fund V, L.P., By: Flagship Ventures Fund V General Partner LLC, its general partner, By: /s/ Noubar B. Afeyan Ph.D., Title: Manager 12/09/2020
** Signature of Reporting Person Date
Flagship Ventures Fund V General Partner LLC, By: /s/ Noubar B. Afeyan Ph.D., Title: Manager 12/09/2020
** Signature of Reporting Person Date
Flagship Pioneering Special Opportunities Fund II, L.P., By: Flagship Pioneering, Inc. its manager, By: /s/ Noubar B. Afeyan Ph.D., Title: CEO, Flagship Pioneering, Inc. 12/09/2020
** Signature of Reporting Person Date
Flagship Pioneering Special Opportunities Fund II General Partner LLC, By: /s/ Noubar B. Afeyan Ph.D., Title: Manager 12/09/2020
** Signature of Reporting Person Date
Flagship Pioneering, Inc., By: /s/ Noubar B. Afeyan Ph.D., Title: CEO 12/09/2020
** Signature of Reporting Person Date
/s/ Noubar B. Afeyan Ph.D. 12/09/2020
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Upon closing of the Registrant's initial public offering, each share of Series A Convertible Preferred Stock, Series A-1 Convertible Preferred Stock and Series B Convertible Preferred Stock automatically converted into shares of Common Stock without payment or further consideration. There was no expiration date for the Series A Convertible Preferred Stock, Series A-1 Convertible Preferred Stock or Series B Convertible Preferred Stock.
( 2 )Shares held by Flagship Ventures Fund V, L.P. ("Flagship Fund V"). Flagship Ventures Fund V General Partner LLC ("Fund V GP") is the general partner of Flagship Fund V. Noubar B. Afeyan Ph.D. serves as the sole manager of Fund V GP. Each of Fund V GP and Noubar B. Afeyan Ph.D. disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.
( 3 )Shares held by Flagship Pioneering Special Opportunities Fund II, L.P. ("Flagship Opportunities Fund II"). Flagship Pioneering Special Opportunities Fund II General Partner LLC ("Opportunities Fund II GP") is the general partner of Flagship Opportunities Fund II. Flagship Pioneering, Inc. ("Flagship Pioneering") is the manager of Opportunities Fund II GP. Noubar B. Afeyan, Ph.D. is sole director of Flagship Pioneering. Each of Noubar B. Afeyan Ph.D., Flagship Pioneering, and Opportunities Fund II GP disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.