Atlas Venture Fund XI, L.P. - Sep 19, 2022 Form 4 Insider Report for Third Harmonic Bio, Inc. (THRD)

Role
10%+ Owner
Signature
Atlas Venture Fund XI, L.P., By: Atlas Ventures Associates XI, L.P., its general partner, By: Atlas Ventures Associates XI, LLC, its general partner, By: Ommer Chohan, Chief Financial Officer /s/ Ommer Chohan
Stock symbol
THRD
Transactions as of
Sep 19, 2022
Transactions value $
$5,100,000
Form type
4
Date filed
9/19/2022, 04:51 PM
Previous filing
Sep 14, 2022
Next filing
Dec 14, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction THRD Common Stock Conversion of derivative security +6.47M +182.76% 10M Sep 19, 2022 Direct F1, F2
transaction THRD Common Stock Purchase $5.1M +300K +3% $17.00 10.3M Sep 19, 2022 Direct F2, F3
transaction THRD Common Stock Conversion of derivative security +594K 594K Sep 19, 2022 Direct F1, F4

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 THRD Series A-1 Preferred Stock Conversion of derivative security -3.54M -100% 0 Sep 19, 2022 Common Stock 3.54M Direct F1, F2
transaction THRD Series A-2 Preferred Stock Conversion of derivative security -2.28M -100% 0 Sep 19, 2022 Common Stock 2.28M Direct F1, F2
transaction THRD Series A-3 Preferred Stock Conversion of derivative security -648K -100% 0 Sep 19, 2022 Common Stock 648K Direct F1, F2
transaction THRD Series B Preferred Stock Conversion of derivative security -594K -100% 0 Sep 19, 2022 Common Stock 594K Direct F1, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each share of the Issuer's Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, and Series B Preferred Stock automatically converted into the number of shares of the Issuer's Common Stock based on a 1 to 2.259 reverse stock conversion ratio immediately prior to the closing of the Issuer's initial public offering and has no expiration date.
F2 The shares are held directly by Atlas Venture Fund XI, L.P. ("Atlas Venture Fund XI"). The general partner of Atlas Venture Fund XI is Atlas Venture Associates XI, L.P. ("AVA XI LP"). Atlas Venture Associates XI, LLC ("AVA XI LLC") is the general partner of AVA XI LP. Each of AVA XI LP and AVA XI LLC disclaims Section 16 beneficial ownership of the securities held by Atlas Venture Fund XI, except to the extent of its pecuniary interest therein, if any.
F3 On September 19, 2022, Atlas Venture Fund XI purchased 300,000 shares of common stock of the Issuer at a purchase price of $17.00 per share pursuant to an underwritten public offering.
F4 The shares are held directly by Atlas Venture Opportunity Fund I, L.P. ("Atlas Venture Opportunity Fund I"). The general partner of Atlas Venture Opportunity Fund I is Atlas Venture Associates Opportunity I, L.P. ("AVAO I LP"). Atlas Venture Associates Opportunity I, LLC ("AVAO I LLC") is the general partner of AVAO I LP. Each of AVAO I LP and AVAO I LLC disclaims Section 16 beneficial ownership of the securities held by Atlas Venture Opportunity Fund I, except to the extent of its pecuniary interest therein, if any.
F5 The balance has been reduced by one share to adjust for an overstatemnet of one share in Reporting Person's Form 3 filed on September 14, 2022.