Flagship Ventures Fund IV General Partner LLC - Oct 13, 2022 Form 4 Insider Report for Axcella Health Inc. (AXLA)

Role: 10%+ Owner
Signature: Flagship Ventures Fund IV General Partner LLC, By: /s/ Noubar B. Afeyan, Ph.D., Name: Noubar B. Afeyan, Ph.D., Title: Manager
Stock symbol: AXLA
Transactions as of: Oct 13, 2022
Transactions value $: $17,029,366
Form type: 4
Date filed: 10/17/2022, 04:42 PM
Previous filing: Jun 1, 2022
Next filing: Jul 13, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AXLA	Common Stock	Purchase	$4.5M	+2.74M	+31.9%	$1.64^*	11.3M	Oct 13, 2022	By Flagship Ventures Fund IV, L.P.	F1, F2
transaction	AXLA	Common Stock	Purchase	$4.52M	+2.76M	+24.31%	$1.64^*	14.1M	Oct 13, 2022	By Flagship Ventures Fund IV, L.P.	F2, F3
transaction	AXLA	Common Stock	Purchase	$1.5M	+915K	+20.48%	$1.64^*	5.38M	Oct 13, 2022	By Flagship Ventures Opportunities I, L.P.	F1, F4
transaction	AXLA	Common Stock	Purchase	$1.51M	+919K	+17.08%	$1.64^*	6.3M	Oct 13, 2022	By Flagship Ventures Opportunities I, L.P.	F3, F4
transaction	AXLA	Common Stock	Purchase	$5M	+3.05M		$1.64^*	3.05M	Oct 13, 2022	By FPA, L.P.	F1, F5
holding	AXLA	Common Stock						2M	Oct 13, 2022	By Flagship Ventures Fund IV-Rx, L.P.	F6
holding	AXLA	Common Stock						2.04M	Oct 13, 2022	By Flagship VentureLabs IV, LLC	F7
holding	AXLA	Common Stock						1.76M	Oct 13, 2022	By Flagship Ventures Fund 2007, L.P.	F8

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On October 13, 2022, Flagship Ventures Fund IV, L.P. ("Flagship Fund IV"), Flagship Ventures Opportunities Fund I, L.P. ("Flagship Opportunities I") and FPA, L.P. ("FPA Fund") purchased 2,743,902 shares, 914,634 shares and 3,048,780 shares, respectively, of the Issuer's Common Stock in a registered direct offering (the "October 2022 Offering") at a price of $1.64 per share pursuant to a Securities Purchase Agreement dated October 13, 2022.
F2	Shares held by Flagship Fund IV. Flagship Ventures Fund IV General Partner LLC ("Flagship Fund IV GP") is the general partner of Flagship Fund IV. Noubar B. Afeyan, Ph.D. is the sole manager of Flagship Fund IV GP. Each of the reporting persons except for Flagship Fund IV disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.
F3	Represents shares of Common Stock issued upon conversion of unsecured convertible promissory notes (the "Notes") previously held by Flagship Fund IV and Flagship Opportunities I that were issued pursuant to the terms of the Securities Purchase Agreement dated September 20, 2022. In connection with the October 2022 Offering, the conversion price of the Notes became fixed at $1.64 and the outstanding principal plus accrued interest of the Notes held by Flagship Fund IV and Flagship Opportunities I automatically converted into 2,757,333 shares and 919,111 shares, respectively, of the Issuer's Common Stock.
F4	Shares held by Flagship Opportunities I. Flagship Ventures Opportunities Fund I General Partner LLC ("Flagship Opportunities GP") is the general partner of Flagship Opportunities I. Noubar B. Afeyan, Ph.D. is the sole manager of Flagship Opportunities GP. Each of the reporting persons except for Flagship Opportunities I disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein.
F5	Shares held by FPA Fund. FPA General Partner LLC ("FPA Fund GP") is the general partner of FPA Fund. Flagship Pioneering, Inc. ("Flagship Pioneering") is the manager of FPA Fund GP. Noubar B. Afeyan, Ph.D. is the CEO and sole stockholder of Flagship Pioneering. Each of the reporting persons except for FPA Fund disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.
F6	Shares held by Flagship Ventures Fund IV-Rx, L.P., ("Flagship Fund IV-Rx"). Flagship Fund IV GP is the general partner of Flagship Fund IV-Rx. Noubar B. Afeyan, Ph.D. is the sole manager of Flagship Fund IV GP. Each of the reporting persons except for Flagship Fund IV-Rx disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.
F7	Shares held by Flagship VentureLabs IV, LLC ("VentureLabs IV"). Flagship Fund IV is a member of VentureLabs IV and also serves as its manager. Flagship Fund IV GP is the general partner of Flagship Fund IV. Noubar B. Afeyan, Ph.D. is the sole manager of Flagship Fund IV GP. Each of the reporting persons except for VentureLabs IV disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.
F8	Shares held by Flagship Ventures Fund 2007, L.P. ("Flagship Fund 2007"). Flagship Ventures Fund 2007 General Partner LLC ("Fund 2007 GP") is the general partner of Flagship Fund 2007. Noubar B. Afeyan, Ph.D. is the sole manager of Fund 2007 GP. Each of the reporting persons except for Flagship Fund 2007 disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.