Flagship Pioneering Inc. - May 22, 2024 Form 4 Insider Report for Foghorn Therapeutics Inc. (FHTX)

Role
10%+ Owner
Signature
Flagship Pioneering, Inc., By: /s/ Noubar B. Afeyan, Ph.D., Title: Chief Executive Officer
Stock symbol
FHTX
Transactions as of
May 22, 2024
Transactions value $
$19,999,995
Form type
4
Date filed
5/24/2024, 05:05 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
transaction FHTX Pre-Funded Warrants to purchase Common Stock Purchase $10M +1.81M $5.51 1.81M May 22, 2024 Common Stock 1.81M $0.00 By Flagship Pioneering Special Opportunities Fund II, L.P. F1, F2
transaction FHTX Pre-Funded Warrants to purchase Common Stock Purchase $10M +1.81M $5.51 1.81M May 22, 2024 Common Stock 1.81M $0.00 By Flagship Pioneering Fund VII, L.P. F1, F3
* 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 Special Opportunities Fund II, L.P. ("Flagship Opportunities Fund II") and Flagship Pioneering Fund VII, L.P. ("Flagship Fund VII") acquired pre-funded warrants (the "Pre-Funded Warrants") to purchase 1,814,914 and 1,814,915 shares of Common Stock, respectively, 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 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.
F3 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. Each of the reporting persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.