Sec Form 4 Filing - Flagship Pioneering Inc. @ Omega Therapeutics, Inc. - 2021-08-03

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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
Flagship Pioneering Inc.
2. Issuer Name and Ticker or Trading Symbol
Omega Therapeutics, Inc. [ OMGA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
55 CAMBRIDGE PARKWAY, SUITE 800,
3. Date of Earliest Transaction (MM/DD/YY)
08/03/2021
(Street)
CAMBRIDGE, MA02142
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 08/03/2021 C 1,088,470 A 1,088,470 I See Footnotes ( 2 ) ( 9 ) ( 10 ) ( 11 )
Common Stock 08/03/2021 C 5,896,386 A 5,896,386 I See Footnotes ( 3 ) ( 9 ) ( 10 ) ( 11 )
Common Stock 08/03/2021 C 8,396,825 A 8,396,825 I See Footnotes ( 4 ) ( 9 ) ( 10 ) ( 11 )
Common Stock 08/03/2021 P 220,588 A $ 17 8,617,413 I See Footnotes ( 4 ) ( 9 ) ( 10 ) ( 11 )
Common Stock 08/03/2021 C 970,588 A 970,588 I See Footnotes ( 5 ) ( 9 ) ( 10 ) ( 11 )
Common Stock 08/03/2021 C 4,852,943 A 4,852,943 I See Footnotes ( 6 ) ( 9 ) ( 10 ) ( 11 )
Common Stock 08/03/2021 P 661,764 A $ 17 5,514,707 I See Footnotes ( 6 ) ( 9 ) ( 10 ) ( 11 )
Common Stock 08/03/2021 C 1,323,529 A 1,323,529 I See Footnotes ( 7 ) ( 9 ) ( 10 ) ( 11 )
Common Stock 08/03/2021 P 294,117 A $ 17 1,617,646 I See Footnotes ( 7 ) ( 9 ) ( 10 ) ( 11 )
Common Stock 2,197,059 I See Footnotes ( 8 ) ( 9 ) ( 10 ) ( 11 )
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 A Convertible Preferred Stock ( 1 ) 08/03/2021 C 4,112,000 ( 1 ) ( 1 ) Common Stock 1,088,470 ( 1 ) 0 I See Footnotes ( 2 ) ( 9 ) ( 10 ) ( 11 )
Series A Convertible Preferred Stock ( 1 ) 08/03/2021 C 22,275,232 ( 1 ) ( 1 ) Common Stock 5,896,386 ( 1 ) 0 I See Footnotes ( 3 ) ( 9 ) ( 10 ) ( 11 )
Series A Convertible Preferred Stock ( 1 ) 08/03/2021 C 27,388,000 ( 1 ) ( 1 ) Common Stock 7,249,767 ( 1 ) 0 I See Footnotes ( 4 ) ( 9 ) ( 10 ) ( 11 )
Series A Convertible Preferred Stock ( 1 ) 08/03/2021 C 3,000,000 ( 1 ) ( 1 ) Common Stock 794,118 ( 1 ) 0 I See Footnotes ( 5 ) ( 9 ) ( 10 ) ( 11 )
Series B Convertible Preferred Stock ( 1 ) 08/03/2021 C 2,666,667 ( 1 ) ( 1 ) Common Stock 705,882 ( 1 ) 0 I See Footnotes ( 4 ) ( 9 ) ( 10 ) ( 11 )
Series B Convertible Preferred Stock ( 1 ) 08/03/2021 C 666,667 ( 1 ) ( 1 ) Common Stock 176,470 ( 1 ) 0 I See Footnotes ( 5 ) ( 9 ) ( 10 ) ( 11 )
Series B Convertible Preferred Stock ( 1 ) 08/03/2021 C 13,333,333 ( 1 ) ( 1 ) Common Stock 3,529,413 ( 1 ) 0 I See Footnotes ( 6 ) ( 9 ) ( 10 ) ( 11 )
Series B Convertible Preferred Stock ( 1 ) 08/03/2021 C 3,333,333 ( 1 ) ( 1 ) Common Stock 882,353 ( 1 ) 0 I See Footnotes ( 7 ) ( 9 ) ( 10 ) ( 11 )
Series C Convertible Preferred Stock ( 1 ) 08/03/2021 C 1,666,667 ( 1 ) ( 1 ) Common Stock 441,176 ( 1 ) 0 I See Footnotes ( 4 ) ( 9 ) ( 10 ) ( 11 )
Series C Convertible Preferred Stock ( 1 ) 08/03/2021 C 5,000,000 ( 1 ) ( 1 ) Common Stock 1,323,530 ( 1 ) 0 I See Footnotes ( 6 ) ( 9 ) ( 10 ) ( 11 )
Series C Convertible Preferred Stock ( 1 ) 08/03/2021 C 1,666,666 ( 1 ) ( 1 ) Common Stock 441,176 ( 1 ) 0 I See Footnotes ( 7 ) ( 9 ) ( 10 ) ( 11 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Flagship Pioneering Inc.
55 CAMBRIDGE PARKWAY, SUITE 800
CAMBRIDGE, MA02142
X
Flagship Pioneering Fund VI General Partner LLC
55 CAMBRIDGE PARKWAY, SUITE 800
CAMBRIDGE, MA02142
X
Flagship Pioneering Fund VI, L.P.
55 CAMBRIDGE PARKWAY, SUITE 800
CAMBRIDGE, MA02142
X
Flagship Pioneering Special Opportunities Fund II, L.P.
55 CAMBRIDGE PARKWAY, SUITE 800
CAMBRIDGE, MA02142
X
Flagship Pioneering Special Opportunities Fund II General Partner LLC
55 CAMBRIDGE PARKWAY, SUITE 800
CAMBRIDGE, MA02142
X
Nutritional Health LTP Fund, L.P.
55 CAMBRIDGE PARKWAY, SUITE 800
CAMBRIDGE, MA02142
X
Nutritional Health LTP Fund General Partner LLC
55 CAMBRIDGE PARKWAY, SUITE 800
CAMBRIDGE, MA
X
FPN General Partner LLC
GENERAL PARTNER, LLC
55 CAMBRIDGE PARKWAY, SUITE 800
CAMBRIDGE, MA02142
X
FPN, L.P.
GENERAL PARTNER, LLC
55 CAMBRIDGE PARKWAY, SUITE 800
CAMBRIDGE, MA02142
X
AFEYAN NOUBAR
C/O OMEGA THERAPEUTICS, INC.
20 ACORN PARK DRIVE
CAMBRIDGE, MA02140
X X
Signatures
Flagship Pioneering, Inc., By: /s/ Noubar B. Afeyan, Director 08/05/2021
Signature of Reporting Person Date
Flagship Pioneering Fund VI General Partner LLC, By: Flagship Pioneering, Inc., its Manager, By: /s/ Noubar B. Afeyan, Director 08/05/2021
Signature of Reporting Person Date
Flagship Pioneering Fund VI, L.P., By: Flagship Pioneering Fund VI General Partner LLC, its general partner, By: Flagship Pioneering, Inc., its Manager, By: /s/ Noubar B. Afeyan, Director 08/05/2021
Signature of Reporting Person Date
Flagship Pioneering Special Opportunities Fund II, L.P., By: Flagship Pioneering, Inc. its manager, By: /s/ Noubar B. Afeyan Ph.D., CEO 08/05/2021
Signature of Reporting Person Date
Flagship Pioneering Special Opportunities Fund II General Partner LLC, By: /s/ Noubar B. Afeyan Ph.D., Manager 08/05/2021
Signature of Reporting Person Date
Nutritional Health LTP Fund, L.P., By: Nutritional Health LTP Fund General Partner LLC, its general partner, By: /s/ Noubar B. Afeyan, Ph.D., Manager 08/05/2021
Signature of Reporting Person Date
Nutritional Health LTP Fund General Partner LLC, By: /s/ Noubar B. Afeyan, Ph.D., Manager 08/05/2021
Signature of Reporting Person Date
FPN, L.P., By: FPN General Partner LLC, its general partner, By: Flagship Pioneering, Inc., its manager, By: /s/ Noubar B. Afeyan, Ph.D., its Chief Executive Officer 08/05/2021
Signature of Reporting Person Date
FPN General Partner LLC, By: Flagship Pioneering, Inc., its manager, By: /s/ Noubar B. Afeyan, Ph.D., its Chief Executive Officer 08/05/2021
Signature of Reporting Person Date
/s/ Noubar B. Afeyan, Ph.D. 08/05/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares of Issuer's preferred stock have no expiration date and are convertible at the holder's election into Issuer's common stock at a conversion ratio of 1-to-0.264706. The preferred stock will automatically convert into shares of the Issuer's common stock, for no additional consideration, upon the closing of the Issuer's initial public offering.
( 2 )Represents shares held directly by Flagship V VentureLabs Rx Fund, L.P. ("Flagship Fund V Rx").
( 3 )Represents shares held directly by Flagship Ventures Fund V, L.P. ("Flagship Fund V").
( 4 )Represents shares held directly by Flagship Pioneering Fund VI, L.P. ("Flagship Pioneering VI").
( 5 )Represents shares held directly by Nutritional Health LTP Fund, L.P. ("Nutritional LTP").
( 6 )Represents shares held directly by Flagship Pioneering Special Opportunities Fund II, L.P. ("Flagship Opportunities Fund II")
( 7 )Represents shares held directly by FPN, L.P. ("FPN Fund").
( 8 )Represents shares held directly by Flagship VentureLabs V, LLC ("VentureLabs V").
( 9 )Flagship Fund V is a member of VentureLabs V. VentureLabs V Manager LLC ("VentureLabs V Manager") is the manager of VentureLabs V. Flagship Pioneering, Inc. ("Flagship Pioneering") is the manager of VentureLabs V Manager. The General Partner of Flagship Fund V and Flagship Fund V Rx is Flagship Ventures Fund V General Partner LLC ("Flagship V GP"). The General Partner of Flagship Pioneering VI is Flagship Pioneering Fund VI General Partner LLC ("Flagship Pioneering VI GP"). The General Partner of Flagship Opportunities Fund II is Flagship Pioneering Special Opportunities Fund II General Partner LLC ("Flagship Opportunities Fund II GP").
( 10 )(continued from above) The general partner of FPN Fund is FPN General Partner LLC ("FPN GP"). The manager of Flagship Pioneering VI GP, Flagship Opportunities Fund II GP, and FPN GP is Flagship Pioneering. The general partner of Nutritional LTP is Nutritional Health LTP Fund General Partner LLC ("Nutritional LTP GP" and, together with VentureLabs V Manager, Flagship Pioneering, Flagship V GP, Flagship Pioneering VI GP, Flagship Opportunities Fund II GP and FPN GP, the "Flagship General Partners").
( 11 )(continued from above) Noubar B. Afeyan, Ph.D. ("Dr. Afeyan") is the sole director of Flagship Pioneering and may be deemed to have beneficial ownership of all the shares held by VentureLabs V, Flagship Pioneering VI, Flagship Opportunities Fund II and FPN Fund. In addition, Dr. Afeyan serves as the sole manager of Flagship V GP and is the sole member and manager of Nutritional LTP GP and may be deemed to have beneficial ownership of all the shares held by Flagship Fund V, Flagship Fund V Rx and Nutritional LTP. None of the Flagship General Partners nor Dr. Afeyan directly own any of the shares held by the Reporting Persons, and each of the Flagship General Partners and Dr. Afeyan disclaims beneficial ownership of such shares except to the extent of its or his pecuniary interest therein.

Remarks:
Due to the limitations of the electronic filing system, each of Flagship Ventures Fund V General Partner LLC, Flagship V VentureLabs RX Fund, L.P., Flagship Ventures Fund V, L.P., Flagship VentureLabs V Manager LLC and Flagship VentureLabs V LLC are filing a separate Form 4. Each Form 4 will be filed by Designated Filer Flagship Pioneering, Inc.

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).

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