Atlas Venture Fund X, L.P. - Dec 29, 2022 Form 4 Insider Report for Disc Medicine, Inc. (IRON)

Role
10%+ Owner
Signature
Atlas Venture Fund X, L.P., By: Atlas Venture Associates X, L.P., its general partner, By: Atlas Venture Associates X, LLC, its general partner, By: Ommer Chohan, Chief Financial Officer /s/ Ommer Chohan
Stock symbol
IRON
Transactions as of
Dec 29, 2022
Transactions value $
$0
Form type
4
Date filed
1/3/2023, 08:28 PM
Previous filing
Dec 16, 2022
Next filing
Jan 13, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction IRON Common Stock Other +1.84M +457.23% 2.24M Dec 29, 2022 Direct F1, F2, F3
transaction IRON Common Stock Other +882K +1209.65% 955K Dec 29, 2022 See Footnote F1, F2, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Gemini Therapeutics, Inc. (" Gemini"), and Disc Medicine Opco, Inc. (f/k/a Disc Medicine, Inc.) ("Disc"), entered into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement"), on August 9, 2022, pursuant to which, among other matters, a direct, wholly owned subsidiary of Gemini, Gemstone Merger Sub, Inc. ("Merger Sub"), merged with and into Disc, with Disc surviving as a wholly owned subsidiary of Gemini, and the surviving corporation of the merger, which transaction is referred to herein as the merger. The merger closed on on December 29, 2022. Following the effectiveness of the merger on December 29, 2022, the surviving corporation changed its name from Gemini to Disc Medicine, Inc. (the "Issuer").
F2 (Continued from footnote 1) Upon the closing of the merger, each share of Disc common stock (after giving effect to the conversion of each share of Disc's preferred stock into Disc common stock and including all such shares that are converted into Disc common stock) was converted into the right to receive a number of shares of Gemini common stock equal to an exchange ratio of 0.1096.
F3 These shares are held directly by Atlas Venture Fund X, L.P. ("Atlas X"). Atlas Venture Associates X, L.P. ("Associates X") is the general partner of Atlas X. Atlas Venture Associates X, LLC ("Associates X LLC") is the general partner of Associates X. Each of Associates X and Associates X LLC disclaims Section 16 beneficial ownership of the securities held by Atlas X, except to the extent of its pecuniary interest therein, if any.
F4 These shares are held directly by Atlas Venture Opportunity Fund I, L.P. ("Atlas Opportunity I"). Atlas Venture Associates Opportunity I, L.P. ("Associates I") is the general partner of Atlas Opportunity I. Atlas Venture Associates Opportunity I, LLC ("Associates I LLC") is the general partner of Associates I. Each of Associates I and Associates I LLC disclaims Section 16 beneficial ownership of the securities held by Atlas Opportunity I, except to the extent of its pecuniary interest therein, if any.