Sec Form 4 Filing - GOTTSCHALK ADRIAN @ Foghorn Therapeutics Inc. - 2022-02-10

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
GOTTSCHALK ADRIAN
2. Issuer Name and Ticker or Trading Symbol
Foghorn Therapeutics Inc. [ FHTX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
500 TECHNOLOGY SQUARE, STE #700
3. Date of Earliest Transaction (MM/DD/YY)
02/10/2022
(Street)
CAMBRIDGE, MA02139
4. If Amendment, Date Original Filed (MM/DD/YY)
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
Common Stock 02/10/2022( 1 ) G( 2 ) 123,479 D $ 0 23,000 D
Common Stock 02/10/2022( 1 ) G( 2 ) 123,479 A $ 0 448,704 I See Footnote ( 3 )
Common Stock 10/25/2022( 1 ) J( 4 ) 4,371 A $ 0 67,371 ( 5 ) D
Common Stock 10/25/2022( 1 ) J( 4 ) 4,371 D $ 0 444,333 I See Footnote ( 6 )
Common Stock 02/17/2023 G( 7 ) 4,371 D $ 0 63,000 D
Common Stock 02/17/2023 G( 7 ) 4,371 A $ 0 448,704 I See Footnote ( 8 )
Common Stock 02/17/2023 J( 9 ) 184,939 D $ 0 448,704 I See Footnote ( 10 )
Common Stock 02/17/2023 J( 9 ) 184,939 A $ 0 448,704 I See Footnote ( 10 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GOTTSCHALK ADRIAN
500 TECHNOLOGY SQUARE
STE #700
CAMBRIDGE, MA02139
X Chief Executive Officer
Signatures
/s /Allan Reine, M.D., Attorney-in-Fact for Adrian Gottschalk 02/22/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reported late due to administrative error.
( 2 )On February 10, 2022, the Reporting Person transferred 123,479 shares of the Issuer's Common Stock to the Adrian H. Gottschalk Living Trust dated September 8, 2009. This was a bona fide gift with no payment in consideration.
( 3 )Consists of 300,000 shares held by the Adrian H. Gottschalk 2021 Grantor Retained Annuity Trust dated November 29, 2021, of which the Reporting Person is the trustee and sole current beneficiary, and 148,704 shares held by the Adrian H. Gottschalk Living Trust dated September 8, 2009, of which the Reporting Person is the trustee.
( 4 )Transfer of assets between the Adrian H. Gottschalk 2021 Grantor Retained Annuity Trust dated November 29, 2021, and the Reporting Person.
( 5 )The reported holdings include 40,000 shares of the Issuer's Common Stock acquired by the Reporting Person through an option exercise reported on Form 4 on September 19, 2022.
( 6 )Consists of 295,629 shares held by the Adrian H. Gottschalk 2021 Grantor Retained Annuity Trust dated November 29, 2021, of which the Reporting Person is the trustee and sole current beneficiary, and 148,704 shares held by the Adrian H. Gottschalk Living Trust dated September 8, 2009, of which the Reporting Person is the trustee.
( 7 )On February 17, 2023, the Reporting Person transferred 4,371 shares of the Issuer's Common Stock to the Adrian H. Gottschalk Living Trust dated September 8, 2009. This was a bona fide gift with no payment in consideration.
( 8 )Consists of 295,629 shares held by the Adrian H. Gottschalk 2021 Grantor Retained Annuity Trust dated November 29, 2021, of which the Reporting Person is the trustee and sole current beneficiary, and 153,075 shares held by the Adrian H. Gottschalk Living Trust dated September 8, 2009, of which the Reporting Person is the trustee.
( 9 )Transfer of assets between the the Adrian H. Gottschalk 2021 Grantor Retained Annuity Trust dated November 29, 2021, and the Adrian H. Gottschalk Living Trust dated September 8, 2009.
( 10 )Consists of 110,690 shares held by the Adrian H. Gottschalk 2021 Grantor Retained Annuity Trust dated November 29, 2021, of which the Reporting Person is the trustee and sole current beneficiary, and 338,014 shares held by the Adrian H. Gottschalk Living Trust dated September 8, 2009, of which the Reporting Person is the trustee.

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