Sec Form 3/A Filing - Costa Carlos @ Foghorn Therapeutics Inc. - 2022-08-01

FORM 3/A 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 Costa Carlos 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 X __ Officer (give title below) _____ Other (specify below) Chief People Officer (Last) (First) (Middle) 500 TECHNOLOGY SQUARE, STE #700 3. Date of Earliest Transaction (MM/DD/YY) 08/01/2022 (Street) CAMBRIDGE, MA02139 4. If Amendment, Date Original Filed (MM/DD/YY) 08/03/2022 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 Stock Options (Right to buy) $ 14.87 ( 1 ) 01/25/2032 Common Stock 75,000( 2 ) D Stock Options (Right to buy) $ 16.63 ( 3 ) 01/27/2031 Common Stock 50,000 D Stock Options (Right to buy) $ 8.77 ( 4 ) 08/18/2030 Common Stock 59,459 D Stock Options (Right to buy) $ 3.72 ( 5 ) 02/13/2029 Common Stock 9,459( 2 ) D Stock Options (Right to buy)( 6 ) $ 3.72 ( 7 ) 02/13/2029 Common Stock 89,189 D Stock Options (Right to buy) $ 0.73 ( 8 ) ( 8 ) Common Stock 0( 8 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Costa Carlos 500 TECHNOLOGY SQUARE STE #700 CAMBRIDGE, MA02139 Chief People Officer Signatures /s /Allan Reine, M.D., Attorney-in-Fact 09/09/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The option vests as to 25% of the underlying shares of common stock on January 26, 2023, and thereafter at a rate of 6.25% of the underlying shares on the first day of each calendar quarter until the option is fully vested. ( 2 )This Form 3/A is being filed to correct the number of stock options that were reported as being beneficially owned in the Form 3 filed on August 3, 2022 (the "Original Form 3"). ( 3 )The option vests as to 25% of the underlying shares of common stock on January 28, 2022, and thereafter at a rate of 6.25% of the underlying shares on the first day of each calendar quarter until the option is fully vested. ( 4 )The option vests as to 25% of the underlying shares of common stock on August 17, 2021, and thereafter at a rate of 6.25% of the underlying shares on the first day of each calendar quarter until the option is fully vested. ( 5 )The option vests as to 25% of the underlying shares of common stock on January 30, 2020, and thereafter at a rate of 6.25% of the underlying shares on the first day of each calendar quarter until the option is fully vested. ( 6 )This Form 3/A is being filed to include these stock options that are held by the reporting person and which were inadvertently omitted from the Original Form 3. ( 7 )The option vests as to 25% of the underlying shares of common stock on August 29, 2019, and thereafter at a rate of 6.25% of the underlying shares on the first day of each calendar quarter until the option is fully vested. ( 8 )Due to an administrative error, the Original Form 3 incorrectly reported beneficial ownership of 5,575 stock options with an expiration date of March 27, 2028.

Remarks: Due to an administrative error, the vesting schedule of each of the awards set forth in Table II was incorrectly described in the Original Form 3. This Form 3/A includes the corrected vesting schedule for each such award.This Form 3/A is also being filed to include the Reporting Person's Power of Attorney as Exhibit 24.

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.
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