Sec Form 5 Filing - Erdtmann Rainer M @ Biomea Fusion, Inc. - 2022-12-31

Insider filing report for Changes in Beneficial Ownership
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FORM 5
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
Erdtmann Rainer M
2. Issuer Name and Ticker or Trading Symbol
Biomea Fusion, Inc. [ BMEA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President & COO
(Last) (First) (Middle)
C/O BIOMEA FUSION, INC., 900 MIDDLEFIELD ROAD, 4TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
12/31/2022
(Street)
REDWOOD CITY, CA94063
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 07/01/2022 G V 100,000 D $ 0 849,127 ( 1 ) D ( 2 )
Common Stock 08/16/2022 G V 17,100 D $ 0 832,027 D ( 2 )
Common Stock 08/19/2022 G V 16,000 D $ 0 816,027 D ( 2 )
Common Stock 12/28/2022 G V 4,000 D $ 0 812,027 D ( 2 )
Common Stock 12/28/2022 G V 4,000 A $ 0 6,400 I By daughter
Common Stock 12/28/2022 G V 4,000 D $ 0 808,027 D ( 2 )
Common Stock 12/28/2022 G V 4,000 A $ 0 7,000 I By daughter
Common Stock 12/28/2022 G V 4,000 D $ 0 804,027 D ( 2 )
Common Stock 12/28/2022 G V 4,000 A $ 0 7,000 I By son
Common Stock 12/28/2022 G V 70,000 D $ 0 734,027 D ( 2 )
Common Stock 174,614 ( 3 ) I See Footnote ( 4 )
Common Stock 1,134,989 ( 5 ) I See Footnote ( 6 )
Common Stock 228,470 I See Footnote ( 7 )
Common Stock 252,320 I See Footnote ( 8 )
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
Erdtmann Rainer M
C/O BIOMEA FUSION, INC.
900 MIDDLEFIELD ROAD, 4TH FLOOR
REDWOOD CITY, CA94063
X President & COO
Signatures
/s/ Franco Valle as Attorney-in-fact for Rainer M. Erdtmann 02/10/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes 873,068 shares received prior to the gift in a distribution-in-kind, without consideration, from Biomea Health, LLC made in accordance with the exemptions afforded by Rule 16a-13 and Rule 16a-9 of the Securities Exchange Act of 1934, as amended.
( 2 )Includes 76,059 shares held directly by the Reporting Person and the remaining shares are held directly by the Reporting Person through a family trust of which the Reporting Person is the trustee. The Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that the Reporting Person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
( 3 )Includes 174,614 shares received in a prior distribution-in-kind, without consideration, from Biomea Health, LLC made in accordance with the exemptions afforded by Rule 16a-13 and Rule 16a-9 of the Exchange Act.
( 4 )The shares are held by a trust having an independent trustee ("Trust 1"). The Reporting Person disclaims Section 16 beneficial ownership of the securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed to be an admission that he has beneficial ownership of such shares for Section 16 or any other purpose.
( 5 )Includes 1,134,989 shares received in a prior distribution-in-kind, without consideration, from Biomea Health, LLC made in accordance with the exemptions afforded by Rule 16a-13 and Rule 16a-9 of the Exchange Act.
( 6 )The shares are held by a trust having an independent trustee ("Trust 2"). The Reporting Person disclaims Section 16 beneficial ownership of the securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed to be an admission that he has beneficial ownership of such shares for Section 16 or any other purpose.
( 7 )The shares are held directly by Point Sur Investors Fund I, LP ("Point Sur LP"). The General Partner of Point Sur LP is Poin t Sur Investors LLC. Rainer M Erdtmann and Thomas Butler are the managing members of Point Sur Investors, LLC and as such have voting and dispositive power over the securities held by Point Sur LP. The Reporting Person disclaims Section 16 beneficial ownership of the securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed to be an admission that he has beneficial ownership of such shares for Section 16 or any other purpose.
( 8 )The shares are held directly by Point Sur Investors, LLC. Rainer M Erdtmann and Thomas Butler are the managing members of Point Sur Investors, LLC and as such have voting and dispositive power over the securities held by Point Sur Investors, LLC. The Reporting Person disclaims Section 16 beneficial ownership of the securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed to be an admission that he has beneficial ownership of such shares for Section 16 or any other purpose.

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