Flagship Pioneering, LLC - 27 Feb 2023 Form 4 Insider Report for Omega Therapeutics, Inc. (OMGAQ)

Role: 10%+ Owner
Signature: Flagship Pioneering, Inc., By: /s/ Noubar B. Afeyan, Ph.D., Chief Executive Officer
Issuer symbol: OMGAQ
Transactions as of: 27 Feb 2023
Net transactions value: +$19,208,732
Form type: 4
Filing time: 27 Feb 2023, 16:20:26 UTC
Previous filing: 17 Oct 2022
Next filing: 15 Sep 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	OMGA	Common Stock	Purchase	$11,525,239	+1,993,986	+36%	$5.78	7,508,693	27 Feb 2023	By Flagship Pioneering Special Opportunities Fund II, L.P.	F1, F2
transaction	OMGA	Common Stock	Purchase	$7,683,493	+1,329,324		$5.78	1,329,324	27 Feb 2023	By Flagship Pioneering Fund VII, L.P.	F1, F3
holding	OMGA	Common Stock						1,088,470	27 Feb 2023	By Flagship V VentureLabs Rx Fund, L.P.	F4
holding	OMGA	Common Stock						5,896,386	27 Feb 2023	By Flagship Ventures Fund V, L.P.	F5
holding	OMGA	Common Stock						8,617,413	27 Feb 2023	By Flagship Pioneering Fund VI, L.P.	F6
holding	OMGA	Common Stock						970,588	27 Feb 2023	By Nutritional Health LTP Fund, L.P.	F7
holding	OMGA	Common Stock						1,617,646	27 Feb 2023	By FPN, L.P.	F8
holding	OMGA	Common Stock						2,197,059	27 Feb 2023	By Flagship VentureLabs V, LLC	F9

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

Explanation of Responses:

Id	Content
F1	On February 27, 2023, Flagship Pioneering Special Opportunities Fund II, L.P. ("Flagship Opportunities Fund II") and Flagship Pioneering Fund VII, L.P. ("Flagship Fund VII") purchased 1,993,986 shares and 1,329,324 shares, respectively, of the Issuer's Common Stock in a registered direct offering at a price of $5.78 per share pursuant to a Securities Purchase Agreement dated February 22, 2023.
F2	Represents shares held directly by Flagship Opportunities Fund II. Flagship Pioneering Special Opportunities Fund II General Partner LLC ("Flagship Opportunities Fund II GP") is the general partner of Flagship Opportunities Fund II. Flagship Pioneering, Inc. ("Flagship Pioneering") is the manager of Flagship Opportunities Fund II GP. Noubar B. Afeyan, Ph.D. is the Chief Executive Officer, sole shareholder and director of Flagship Pioneering. Each of the reporting persons except Flagship Opportunities Fund II disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.
F3	Represents shares held directly by Flagship Fund VII. Flagship Pioneering Fund VII General Partner LLC ("Flagship Fund VII GP") is the general partner of Flagship Fund VII. Flagship Pioneering is the manager of Flagship Fund VII GP. Each of the reporting persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.
F4	Represents shares held directly by Flagship V VentureLabs Rx Fund, L.P. ("Flagship Fund V Rx"). Flagship Ventures Fund V General Partner LLC ("Flagship V GP") is the general partner of Flagship Fund V Rx. Dr. Afeyan is the sole manager of Flagship V GP. Each of the reporting persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.
F5	Represents shares held directly by Flagship Ventures Fund V, L.P. ("Flagship Fund V"). Flagship V GP is the general partner of Flagship Fund V. Each of the reporting persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.
F6	Represents shares held directly by Flagship Pioneering Fund VI, L.P. ("Flagship Fund VI"). Flagship Pioneering Fund VI General Partner LLC ("Flagship Fund VI GP") is the general partner of Flagship Fund VI. Flagship Pioneering is the manager of Flagship Fund VI GP. Each of the reporting persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.
F7	Represents shares held directly by Nutritional Health LTP Fund, L.P. ("Nutritional LTP"). Nutritional Health LTP Fund General Partner LLC ("Nutritional LTP GP") is the general partner of Nutritional LTP. Flagship Pioneering is the manager of Nutritional LTP GP. Each of the reporting persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.
F8	Represents shares held directly by FPN, L.P. ("FPN Fund"). FPN General Partner LLC ("FPN GP") is the general partner of FPN Fund. Flagship Pioneering is the manager of FPN GP. Each of the reporting persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.
F9	Represents shares held directly by Flagship VentureLabs V, LLC ("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. Each of the reporting persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.