| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | SGTX | Common Stock | Disposition pursuant to a tender of shares in a change of control transaction | $10,201,699 | -683,760 | -100% | $14.92* | 0 | 11 Aug 2023 | By Flagship Ventures Fund V, L.P. | F1, F2, F3 |
| transaction | SGTX | Common Stock | Disposition pursuant to a tender of shares in a change of control transaction | $1,700,283 | -113,960 | -100% | $14.92* | 0 | 11 Aug 2023 | By Flagship Pioneering Special Opportunities Fund II, L.P. | F1, F2, F4 |
Flagship Ventures Fund V General Partner LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | Pursuant to the terms of that certain Agreement and Plan of Merger by and among the Issuer, Eli Lilly and Company and Shenandoah Acquisition Corporation, dated as of June 28, 2023, these shares were tendered in exchange for (a) $14.92 per share and (b) one contingent value right per Share (each, a "CVR"), which represents the contractual right to receive up to three contingent payments for an aggregate of up to $111.64 per CVR, without interest and less any applicable tax withholding, upon the achievement of certain specified milestones. |
| F2 | Effective May 22, 2023, the Issuer effected a 1-for-13 reverse stock split (the "Reverse Split") of its issued and outstanding shares of Common Stock. Cash was paid in lieu of any fractional shares resulting from the Reverse Split. The share amounts in this Form 4 have been adjusted for the Reverse Split. |
| F3 | Represents shares held directly by Flagship Ventures Fund V, L.P. ("Flagship Fund V"). Flagship Ventures Fund V General Partner LLC ("Flagship V GP") is the general partner of Flagship Fund V. Noubar B. Afeyan, Ph.D. is the sole manager of Flagship V GP. Each of the reporting persons except Flagship Fund V 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 Pioneering Special Opportunities Fund II, L.P. ("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 CEO and sole stockholder 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. |