Sec Form 4 Filing - Bolzon Bradley J PhD @ Monte Rosa Therapeutics, Inc. - 2021-02-24

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
Bolzon Bradley J PhD
2. Issuer Name and Ticker or Trading Symbol
Monte Rosa Therapeutics, Inc. [ GLUE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
MONTE ROSA THERAPEUTICS, INC., 645 SUMMER STREET, SUITE 102
3. Date of Earliest Transaction (MM/DD/YY)
02/24/2021
(Street)
BOSTON, MA02210
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
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 convertible preferred stock ( 1 ) 02/24/2021 A( 2 ) 1,500,000 ( 1 ) ( 1 ) Common Stock 424,869 $ 2 3,000,000 I By Versant Capital VI, L.P. ( 3 )
Series B convertible preferred stock ( 1 ) 02/24/2021 A( 2 ) 2,075,000 ( 1 ) ( 1 ) Common Stock 587,735 $ 2 4,150,000 I By Versant Vantage I, L.P. ( 4 )
Series C convertible preferred stock ( 1 ) 03/11/2021 A( 2 ) 2,699,328 ( 1 ) ( 1 ) Common Stock 764,573 $ 2.9637 2,699,328 I By Versant Vantage I, L.P. ( 4 )
Stock Option (Right to Buy) $ 19 06/23/2021 A 47,132 ( 5 ) 06/22/2031 Common Stock 47,132 $ 0 47,132 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bolzon Bradley J PhD
MONTE ROSA THERAPEUTICS, INC.
645 SUMMER STREET, SUITE 102
BOSTON, MA02210
X X
Signatures
/s/ Ajim Tamboli, Attorney-in-Fact 06/25/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Series B convertible preferred stock and Series C convertible preferred stock (collectively, the "Preferred Stock") is convertible into shares of the Issuer's Common Stock on a 3.5305-for-one basis. Upon the closing of the Issuer's initial public offering, all shares of Preferred Stock will convert into the number of shares of Common Stock of the Issuer shown in column 7. The Preferred Stock has no expiration date.
( 2 )This transaction occurred prior to the Issuer's initial public offering, and is being reported on Form 4 solely for purposes of compliance with Rule 16a-2(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The securities covered by such transaction were previously included on the Reporting Person's Form 3.
( 3 )Shares held by Versant Venture Capital VI, L.P. ("Versant VI"). Versant Ventures VI GP, L.P. ("Versant Ventures VI GP") is the general partner of Versant VI, and Versant Ventures VI GP-GP, LLC ("Versant Ventures VI GP-GP") is the general partner of Versant Ventures VI GP. The Reporting Person is a managing member of Versant Ventures VI GP-GP and may be deemed to share voting and dispositive power over the shares held by Versant VI. The Reporting Person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any.
( 4 )Shares held by Versant Vantage I, L.P. ("Versant Vantage I"). Versant Vantage I GP, ("Versant Vantage I GP") is the general partner of Versant Vantage I, and Versant Vantage I GP-GP, LLC ("Versant Vantage I GP-GP") is the general partner of Versant Vantage I GP. The Reporting Person is a managing member of Versant Vantage I GP-GP, and may be deemed to share voting and dispositive power over the shares held by Versant Vantage I. The Reporting Person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any.
( 5 )This option shall vest in 36 substantially equal monthly installments, with the first installment vesting on June 28, 2021.

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