Flagship Pioneering Fund VII General Partner LLC - May 22, 2024 Form 3 Insider Report for Foghorn Therapeutics Inc. (FHTX)

Role: 10%+ Owner
Signature: Flagship Pioneering Fund VII General Partner LLC, By: Flagship Pioneering, Inc., its manager, By: /s/ Noubar B. Afeyan, PhD., Chief Executive Officer
Stock symbol: FHTX
Transactions as of: May 22, 2024
Transactions value $: $0
Form type: 3
Date filed: 5/24/2024, 05:00 PM
Previous filing: Feb 14, 2024

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	FHTX	Pre-Funded Warrants to purchase Common Stock							May 22, 2024	Common Stock	1.81M	$0.00	By Flagship Pioneering Fund VII, L.P.	F1, F2

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

Explanation of Responses:

Id	Content
F1	On May 22, 2024, pursuant to an underwritten public offering by the Issuer, Flagship Pioneering Fund VII, L.P. ("Flagship Fund VII") acquired pre-funded warrants (the "Pre-Funded Warrants") to purchase 1,814,915 shares of Common Stock at a purchase price of $5.5099 per Pre-Funded Warrant. The Pre-Funded Warrants are immediately exercisable and do not have an expiration date; however, a holder of Pre-Funded Warrants may not exercise the Pre-Funded Warrant if the holder, together with its affiliates, would beneficially own more than 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise.
F2	Securities held 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, Inc. ("Flagship Pioneering") is the manager of Flagship Fund VII GP. Noubar B. Afeyan, Ph.D. is the CEO and sole stockholder of Flagship Pioneering. Each of the reporting persons except Flagship Fund VII disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.

Content

On May 22, 2024, pursuant to an underwritten public offering by the Issuer, Flagship Pioneering Fund VII, L.P. ("Flagship Fund VII") acquired pre-funded warrants (the "Pre-Funded Warrants") to purchase 1,814,915 shares of Common Stock at a purchase price of $5.5099 per Pre-Funded Warrant. The Pre-Funded Warrants are immediately exercisable and do not have an expiration date; however, a holder of Pre-Funded Warrants may not exercise the Pre-Funded Warrant if the holder, together with its affiliates, would beneficially own more than 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise.

Securities held 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, Inc. ("Flagship Pioneering") is the manager of Flagship Fund VII GP. Noubar B. Afeyan, Ph.D. is the CEO and sole stockholder of Flagship Pioneering. Each of the reporting persons except Flagship Fund VII disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.