Sebastian Bernales - 08 Feb 2024 Form 3 Insider Report for Metagenomi Technologies, LLC (MGX)

Role
Director
Signature
/s/ Matthew L. Wein, attorney-in-fact
Issuer symbol
MGX
Transactions as of
08 Feb 2024
Net transactions value
$0
Form type
3
Filing time
08 Feb 2024, 19:24:50 UTC
Next filing
14 Feb 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding MGX Common Stock 256,841 08 Feb 2024 Direct
holding MGX Common Stock 402,496 08 Feb 2024 By Praxis Biotech LLC F1

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
holding MGX Series A-2 Preferred Stock 08 Feb 2024 Common Stock 202,074 Direct F2
holding MGX Series A-3 Preferred Stock 08 Feb 2024 Common Stock 68,520 Direct F2
holding MGX Series A-4 Preferred Stock 08 Feb 2024 Common Stock 242,410 Direct F2
holding MGX Series A-4 Preferred Stock 08 Feb 2024 Common Stock 1,180,592 By Humboldt Fund I, LP F2, F3
holding MGX Series B Preferred Stock 08 Feb 2024 Common Stock 654,816 By Humboldt Fund I, LP F2, F3
holding MGX Series B-1 Preferred Stock 08 Feb 2024 Common Stock 61,037 By Humboldt Fund I, LP F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents securities held directly by Praxis Biotech LLC. The Reporting Person disclaims Section 16 beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of any of the reported securities for purposes of Section 16 or any other purpose.
F2 Each share of Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock, Series B Preferred Stock, and Series B-1 Preferred Stock (collectively, the "Preferred Stock") is convertible into Common Stock on a one-for-one basis (on an adjusted basis, after giving effect to the reverse stock split of the Common Stock at a ratio of 1 to 1.74692 effected by the Issuer on January 26, 2024) at the option of the holder, and will convert automatically upon closing of the Issuer's initial public offering into the number of shares shown in column 3. The Preferred Stock has no expiration date.
F3 Represents securities held directly by Humboldt Fund I, LP. Humboldt Fund I, LP is solely managed by Humboldt Capital, LLC, which is in turn managed by Sebastian Bernales, Francisco Dopazo and Benjamin Quiroga. Each of Mr. Bernales, Dopazo and Quiroga expressly disclaims beneficial ownership of the securities held by Humboldt Fund I, LP, except to the extent of his pecuniary interest in such securities.

Remarks:

Exhibit 24 - Power of Attorney