Bayer Healthcare Llc - Feb 13, 2024 Form 4 Insider Report for Metagenomi, Inc. (MGX)

Role
10%+ Owner
Signature
Bayer HealthCare LLC, By:/s/ Priyal Patel, Name: Priyal Patel, Title: Treasurer
Stock symbol
MGX
Transactions as of
Feb 13, 2024
Transactions value $
$0
Form type
4
Date filed
2/15/2024, 05:59 PM
Previous filing
Feb 15, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MGX Common Stock Conversion of derivative security +1.77M 1.77M Feb 13, 2024 Direct F1, F2
transaction MGX Common Stock Conversion of derivative security +1.18M +66.67% 2.95M Feb 13, 2024 Direct F2, F3
transaction MGX Common Stock Conversion of derivative security +590K +19.98% 3.54M Feb 13, 2024 Direct F2, F4
transaction MGX Common Stock Conversion of derivative security +510K +14.4% 4.05M Feb 13, 2024 Direct F2, F5

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 MGX Series A-1 Convertible Preferred Stock Conversion of derivative security $0 -3.09M -100% $0.00* 0 Feb 13, 2024 Common Stock 1.77M Direct F1, F2
transaction MGX Series A-4 Convertible Preferred Stock Conversion of derivative security $0 -2.06M -100% $0.00* 0 Feb 13, 2024 Common Stock 1.18M Direct F2, F3
transaction MGX Series B Convertible Preferred Stock Conversion of derivative security $0 -1.03M -100% $0.00* 0 Feb 13, 2024 Common Stock 590K Direct F2, F4
transaction MGX Series B-1 Convertible Preferred Stock Conversion of derivative security $0 -891K -100% $0.00* 0 Feb 13, 2024 Common Stock 510K Direct F2, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each share of Series A-1 Convertible Preferred Stock automatically converted into shares of the Issuer's common stock upon the closing of the Issuer's Initial Public Offering ("IPO").
F2 The securities reported are held directly by Bayer HealthCare LLC, a Delaware limited liability company, which is controlled by Bayer US Holding LP ("BUSH LP"), a Delaware limited partnership. Bayer World Investments B.V. ("BWI"), a Dutch private limited company, is the general partner of BUSH LP. BWI is an indirect, wholly owned subsidiary of Bayer Aktiengesellschaft, a publicly-held German stock corporation. Accordingly, Bayer Aktiengesellschaft may be deemed to be an indirect beneficial owner of the shares beneficially owned directly by Bayer HealthCare LLC.
F3 Each share of Series A-4 Convertible Preferred Stock automatically converted into shares of the Issuer's common stock upon the closing of the Issuer's IPO.
F4 Each share of Series B Convertible Preferred Stock automatically converted into shares of the Issuer's common stock upon the closing of the Issuer's IPO.
F5 Each share of Series B-1 Convertible Preferred Stock automatically converted into shares of the Issuer's common stock upon the closing of the Issuer's IPO.