Sec Form 3 Filing - Flagship Ventures Fund V General Partner LLC @ Foghorn Therapeutics Inc. - 2020-10-22

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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
Flagship Ventures Fund V General Partner LLC
2. Issuer Name and Ticker or Trading Symbol
Foghorn Therapeutics Inc. [ FHTX]
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)
55 CAMBRIDGE PARKWAY, SUITE 800E
3. Date of Earliest Transaction (MM/DD/YY)
10/22/2020
(Street)
CAMBRIDGE, MA02142
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
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-1 Convertible Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 4,054,054 I See footnote ( 2 )
Series A-2 Convertible Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 4,504,504 I See footnote ( 2 )
Series B Convertible Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 722,320 I See footnote ( 2 )
Series B Convertible Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 1,441,441 I See footnote ( 3 )
Series B Convertible Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 1,801,801 I See footnote ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Flagship Ventures Fund V General Partner LLC
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE, MA02142
X
Flagship Ventures Opportunities Fund I General Partner LLC
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE, MA02142
X
Flagship Pioneering Special Opportunities Fund II General Partner LLC
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE, MA02142
X
Flagship Ventures Fund V, L.P.
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE, MA02142
X
Flagship Ventures Opportunities Fund I, L.P.
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE, MA02142
X
Flagship Pioneering Special Opportunities Fund II, L.P.
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE, MA02142
X
Flagship Pioneering Inc.
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE, MA02142
X
AFEYAN NOUBAR
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE, MA
X
Signatures
Flagship Ventures Fund V General Partner LLC, By: , Name: Noubar B. Afeyan Ph.D., Title: Manager 10/22/2020
Signature of Reporting Person Date
Flagship Ventures Opportunities Fund I General Partner LLC, By: , Name: Noubar B. Afeyan Ph.D., Title: Manager 10/22/2020
Signature of Reporting Person Date
Flagship Pioneering Special Opportunities Fund II General Partner LLC, By: , Name: Noubar B. Afeyan Ph.D., Title: Manager 10/22/2020
Signature of Reporting Person Date
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 10/22/2020
Signature of Reporting Person Date
Flagship Ventures Opportunities Fund I, L.P., By: Flagship Ventures Opportunities Fund I General Partner LLC, its general partner, By: /s/ Noubar B. Afeyan Ph.D., Title: Manager 10/22/2020
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. 10/22/2020
Signature of Reporting Person Date
Flagship Pioneering, Inc., By: , Name: Noubar B. Afeyan Ph.D., Title: CEO 10/22/2020
Signature of Reporting Person Date
/s/ Noubar B. Afeyan Ph.D. 10/22/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Series A-1 Convertible Preferred Stock, Series A-2 Convertible Preferred Stock, and Series B Convertible Preferred Stock (collectively, the "Preferred Stock") is convertible into the number of shares of the Registrant's common stock shown in column 3 and has no expiration date. The Preferred Stock will automatically convert into common stock upon the closing of the Registrant's initial public offering.
( 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 Ventures Opportunities Fund I, L.P. ("Flagship Opportunities Fund I"). Flagship Ventures Opportunities Fund I General Partner LLC ("Opportunities Fund I GP") is the general partner of Flagship Opportunities Fund I. Noubar B. Afeyan Ph.D. serves as the sole manager of Opportunities Fund I GP. Each of Opportunities Fund I GP and Noubar B. Afeyan Ph.D. disclaims beneficial owne rship of such shares except to the extent of his or its pecuniary interest therein.
( 4 )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.

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