Sec Form 4 Filing - Abu Dhabi Investment Authority @ Foghorn Therapeutics Inc. - 2020-10-27

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
Abu Dhabi Investment Authority
2. Issuer Name and Ticker or Trading Symbol
Foghorn Therapeutics Inc. [ FHTX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Former 10% Owner
(Last) (First) (Middle)
211 CORNICHE STREET, PO BOX 3600
3. Date of Earliest Transaction (MM/DD/YY)
10/27/2020
(Street)
ABU DHABI, C00000
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 10/27/2020 C 1,081,081 A 1,081,081 D ( 2 )
Common Stock 10/27/2020 P 150,000 A $ 16 1,231,081 D ( 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 B Preferred Stock ( 1 ) 10/27/2020 C 2,000,001 ( 1 ) ( 1 ) Common Stock 1,081,081 ( 1 ) 0 D ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Abu Dhabi Investment Authority
211 CORNICHE STREET
PO BOX 3600
ABU DHABI, C00000
Former 10% Owner
Platinum International Investment Holding RSC Ltd
26TH FLOOR, AL KHATEM TOWER, ADGM SQUARE
PO BOX 25642, AL MARYAH ISLAND
ABU DHABI, C0NA
Former 10% Owner
Platinum Falcon B 2018 RSC Ltd
26TH FLOOR, AL KHATEM TOWER, ADGM SQUARE
PO BOX 25642, AL MARYAH ISLAND
ABU DHABI, C0NA
Former 10% Owner
Signatures
/s/ Humaid Bin Butti Bin Humaid Bin Bishr AlMarri, Authorized Signatory of Abu Dhabi Investment Authority 10/27/2020
Signature of Reporting Person Date
/s/ Ahmed Mohamed Ghubash, Authorized Signatory of Abu Dhabi Investment Authority 10/27/2020
Signature of Reporting Person Date
/s/ Humaid Bin Butti Bin Humaid Bin Bishr AlMarri, Authorized Signatory of Platinum International Investment Holding RSC Limited 10/27/2020
Signature of Reporting Person Date
/s/ Ahmed Mohamed Ghubash, Authorized Signatory of Platinum International Investment Holding RSC Limited 10/27/2020
Signature of Reporting Person Date
/s/ Humaid Bin Butti Bin Humaid Bin Bishr AlMarri, Authorized Signatory of Platinum Falcon B 2018 RSC Limited 10/27/2020
Signature of Reporting Person Date
/s/ Ahmed Mohamed Ghubash, Authorized Signatory of Platinum Falcon B 2018 RSC Limited 10/27/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Upon the closing of the sale of shares of Common Stock of the Issuer to the public in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $35,000,000 of gross proceeds to the Issuer, the Series B Preferred Stock converted automatically into Common Stock. Every 1.85 shares of Series B Preferred Stock converted into one share of Common Stock. There was no expiration date for the Series B Preferred Stock.
( 2 )Platinum Falcon B 2018 RSC Limited ("Platinum Falcon") directly holds the Series B Preferred Stock and the shares of Common Stock received upon conversion of the Series B Preferred Stock. Platinum International Investment Holding RSC Limited ("Platinum Holdings") is the sole owner of Platinum Falcon, and the Abu Dhabi Investment Authority ("ADIA" and, together with Platinum Falcon and Platinum Holdings, the "Reporting Persons") is the sole owner of Platinum Holdings. Therefore, Platinum Holdings and ADIA may also be deemed to beneficially own the Series B Preferred Stock and the shares of Common Stock received upon conversion of the Series B Preferred Stock.
( 3 )Platinum Falcon directly acquired 143,540 shares of Common Stock. Platinum Holdings and ADIA may also be deemed to beneficially own such shares of Common Stock. ADIA acquired directly 6,460 shares of Common Stock, and Platinum Holdings and Platinum Falcon disclaim beneficial ownership of such shares.

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