BAYER HEALTHCARE LLC - 13 Feb 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
Issuer symbol
MGX
Transactions as of
13 Feb 2024
Net transactions value
$0
Form type
4
Filing time
15 Feb 2024, 17:59:01 UTC
Previous filing
15 Feb 2024
Next filing
11 Dec 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MGX Common Stock Conversion of derivative security +1,770,888 1,770,888 13 Feb 2024 Direct F1, F2
transaction MGX Common Stock Conversion of derivative security +1,180,592 +67% 2,951,480 13 Feb 2024 Direct F2, F3
transaction MGX Common Stock Conversion of derivative security +589,662 +20% 3,541,142 13 Feb 2024 Direct F2, F4
transaction MGX Common Stock Conversion of derivative security +509,855 +14% 4,050,997 13 Feb 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 -3,093,580 -100% $0.000000* 0 13 Feb 2024 Common Stock 1,770,888 Direct F1, F2
transaction MGX Series A-4 Convertible Preferred Stock Conversion of derivative security $0 -2,062,387 -100% $0.000000* 0 13 Feb 2024 Common Stock 1,180,592 Direct F2, F3
transaction MGX Series B Convertible Preferred Stock Conversion of derivative security $0 -1,030,086 -100% $0.000000* 0 13 Feb 2024 Common Stock 589,662 Direct F2, F4
transaction MGX Series B-1 Convertible Preferred Stock Conversion of derivative security $0 -890,671 -100% $0.000000* 0 13 Feb 2024 Common Stock 509,855 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.