Flagship Pioneering, LLC - 03 Aug 2021 Form 4 Insider Report for Omega Therapeutics, Inc. (OMGAQ)

Role
10%+ Owner
Signature
Flagship Ventures Fund V General Partner LLC, By: /s/ Noubar B. Afeyan, Ph.D., Manager
Issuer symbol
OMGAQ
Transactions as of
03 Aug 2021
Net transactions value
+$19,999,973
Form type
4
Filing time
05 Aug 2021, 17:43:53 UTC
Previous filing
29 Jul 2021
Next filing
17 Oct 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction OMGA Common Stock Conversion of derivative security +1,088,470 1,088,470 03 Aug 2021 See Footnotes F1, F2, F9, F10, F11
transaction OMGA Common Stock Conversion of derivative security +5,896,386 5,896,386 03 Aug 2021 See Footnotes F1, F3, F9, F10, F11
transaction OMGA Common Stock Conversion of derivative security +8,396,825 8,396,825 03 Aug 2021 See Footnotes F1, F4, F9, F10, F11
transaction OMGA Common Stock Purchase $3,749,996 +220,588 +2.6% $17.00 8,617,413 03 Aug 2021 See Footnotes F4, F9, F10, F11
transaction OMGA Common Stock Conversion of derivative security +970,588 970,588 03 Aug 2021 See Footnotes F1, F5, F9, F10, F11
transaction OMGA Common Stock Conversion of derivative security +4,852,943 4,852,943 03 Aug 2021 See Footnotes F1, F6, F9, F10, F11
transaction OMGA Common Stock Purchase $11,249,988 +661,764 +14% $17.00 5,514,707 03 Aug 2021 See Footnotes F6, F9, F10, F11
transaction OMGA Common Stock Conversion of derivative security +1,323,529 1,323,529 03 Aug 2021 See Footnotes F1, F7, F9, F10, F11
transaction OMGA Common Stock Purchase $4,999,989 +294,117 +22% $17.00 1,617,646 03 Aug 2021 See Footnotes F7, F9, F10, F11
holding OMGA Common Stock 2,197,059 03 Aug 2021 See Footnotes F8, F9, F10, F11

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction OMGA Series A Convertible Preferred Stock Conversion of derivative security -4,112,000 -100% 0 03 Aug 2021 Common Stock 1,088,470 See Footnotes F1, F2, F9, F10, F11
transaction OMGA Series A Convertible Preferred Stock Conversion of derivative security -22,275,232 -100% 0 03 Aug 2021 Common Stock 5,896,386 See Footnotes F1, F3, F9, F10, F11
transaction OMGA Series A Convertible Preferred Stock Conversion of derivative security -27,388,000 -100% 0 03 Aug 2021 Common Stock 7,249,767 See Footnotes F1, F4, F9, F10, F11
transaction OMGA Series A Convertible Preferred Stock Conversion of derivative security -3,000,000 -100% 0 03 Aug 2021 Common Stock 794,118 See Footnotes F1, F5, F9, F10, F11
transaction OMGA Series B Convertible Preferred Stock Conversion of derivative security -2,666,667 -100% 0 03 Aug 2021 Common Stock 705,882 See Footnotes F1, F4, F9, F10, F11
transaction OMGA Series B Convertible Preferred Stock Conversion of derivative security -666,667 -100% 0 03 Aug 2021 Common Stock 176,470 See Footnotes F1, F5, F9, F10, F11
transaction OMGA Series B Convertible Preferred Stock Conversion of derivative security -13,333,333 -100% 0 03 Aug 2021 Common Stock 3,529,413 See Footnotes F1, F6, F9, F10, F11
transaction OMGA Series B Convertible Preferred Stock Conversion of derivative security -3,333,333 -100% 0 03 Aug 2021 Common Stock 882,353 See Footnotes F1, F7, F9, F10, F11
transaction OMGA Series C Convertible Preferred Stock Conversion of derivative security -1,666,667 -100% 0 03 Aug 2021 Common Stock 441,176 See Footnotes F1, F4, F9, F10, F11
transaction OMGA Series C Convertible Preferred Stock Conversion of derivative security -5,000,000 -100% 0 03 Aug 2021 Common Stock 1,323,530 See Footnotes F1, F6, F9, F10, F11
transaction OMGA Series C Convertible Preferred Stock Conversion of derivative security -1,666,666 -100% 0 03 Aug 2021 Common Stock 441,176 See Footnotes F1, F7, F9, F10, F11
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 Represents shares held directly by Flagship V VentureLabs Rx Fund, L.P. ("Flagship Fund V Rx").
F3 Represents shares held directly by Flagship Ventures Fund V, L.P. ("Flagship Fund V").
F4 Represents shares held directly by Flagship Pioneering Fund VI, L.P. ("Flagship Pioneering VI").
F5 Represents shares held directly by Nutritional Health LTP Fund, L.P. ("Nutritional LTP").
F6 Represents shares held directly by Flagship Pioneering Special Opportunities Fund II, L.P. ("Flagship Opportunities Fund II")
F7 Represents shares held directly by FPN, L.P. ("FPN Fund").
F8 Represents shares held directly by Flagship VentureLabs V, LLC ("VentureLabs V").
F9 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").
F10 (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").
F11 (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 Pioneering Fund VI General Partner LLC, Flagship Pioneering Fund VI, L.P., Flagship Pioneering Special Opportunities Fund II, L.P., Flagship Pioneering Special Opportunities Fund II General Partner LLC, Nutritional Health LTP Fund, L.P., Nutritional Health LTP Fund General Partner LLC, FPN General Partner LLC, FPN, L.P. and Noubar Afeyan are filing a separate Form 4. Each Form 4 will be filed by Designated Filer Flagship Pioneering, Inc.