Flagship Pioneering, LLC - 03 Aug 2021 Form 4 Insider Report for Omega Therapeutics, Inc. (OMGAQ)

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
05 Aug 2021, 17:43:53 UTC
Prior SEC filing
29 Jul 2021
Next SEC filing
17 Oct 2022
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
Flagship Ventures Fund V General Partner LLC, By: /s/ Noubar B. Afeyan, Ph.D., Manager

Key filing fact

Flagship Pioneering, LLC filed Form 4 for Omega Therapeutics, Inc. (OMGAQ) on 05 Aug 2021.

Key facts

  • This page summarizes Flagship Pioneering, LLC's Form 4 filing for Omega Therapeutics, Inc. (OMGAQ).
  • 20 reported transactions and 11 derivative rows are listed below.
  • Accepted by SEC: 05 Aug 2021, 17:43.

Change

  • Previous filing in this sequence was filed on 29 Jul 2021.
  • Current net transaction value: +$19,999,973.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

OMGA transaction

Common Stock

Conversion of derivative security

Transaction value
Shares
+1,088,470
Change %
Price
Shares after
1,088,470
Date
03 Aug 2021
Ownership
See Footnotes
Footnotes
F1, F2, F9, F10, F11
OMGA transaction

Common Stock

Conversion of derivative security

Transaction value
Shares
+5,896,386
Change %
Price
Shares after
5,896,386
Date
03 Aug 2021
Ownership
See Footnotes
Footnotes
F1, F3, F9, F10, F11
OMGA transaction

Common Stock

Conversion of derivative security

Transaction value
Shares
+8,396,825
Change %
Price
Shares after
8,396,825
Date
03 Aug 2021
Ownership
See Footnotes
Footnotes
F1, F4, F9, F10, F11
OMGA transaction

Common Stock

Purchase

Transaction value
$3,749,996
Shares
+220,588
Change %
+2.6%
Price
$17.00
Shares after
8,617,413
Date
03 Aug 2021
Ownership
See Footnotes
Footnotes
F4, F9, F10, F11
OMGA transaction

Common Stock

Conversion of derivative security

Transaction value
Shares
+970,588
Change %
Price
Shares after
970,588
Date
03 Aug 2021
Ownership
See Footnotes
Footnotes
F1, F5, F9, F10, F11
OMGA transaction

Common Stock

Conversion of derivative security

Transaction value
Shares
+4,852,943
Change %
Price
Shares after
4,852,943
Date
03 Aug 2021
Ownership
See Footnotes
Footnotes
F1, F6, F9, F10, F11
OMGA transaction

Common Stock

Purchase

Transaction value
$11,249,988
Shares
+661,764
Change %
+14%
Price
$17.00
Shares after
5,514,707
Date
03 Aug 2021
Ownership
See Footnotes
Footnotes
F6, F9, F10, F11
OMGA transaction

Common Stock

Conversion of derivative security

Transaction value
Shares
+1,323,529
Change %
Price
Shares after
1,323,529
Date
03 Aug 2021
Ownership
See Footnotes
Footnotes
F1, F7, F9, F10, F11
OMGA transaction

Common Stock

Purchase

Transaction value
$4,999,989
Shares
+294,117
Change %
+22%
Price
$17.00
Shares after
1,617,646
Date
03 Aug 2021
Ownership
See Footnotes
Footnotes
F7, F9, F10, F11
OMGA holding

Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
2,197,059
Date
03 Aug 2021
Ownership
See Footnotes
Footnotes
F8, F9, F10, F11

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

OMGA transaction Derivative

Series A Convertible Preferred Stock

Conversion of derivative security

Transaction value
Shares
-4,112,000
Change %
-100%
Price
Shares after
0
Date
03 Aug 2021
Ownership
See Footnotes
Underlying class
Common Stock
Underlying amount
1,088,470
Exercise price
Footnotes
F1, F2, F9, F10, F11
OMGA transaction Derivative

Series A Convertible Preferred Stock

Conversion of derivative security

Transaction value
Shares
-22,275,232
Change %
-100%
Price
Shares after
0
Date
03 Aug 2021
Ownership
See Footnotes
Underlying class
Common Stock
Underlying amount
5,896,386
Exercise price
Footnotes
F1, F3, F9, F10, F11
OMGA transaction Derivative

Series A Convertible Preferred Stock

Conversion of derivative security

Transaction value
Shares
-27,388,000
Change %
-100%
Price
Shares after
0
Date
03 Aug 2021
Ownership
See Footnotes
Underlying class
Common Stock
Underlying amount
7,249,767
Exercise price
Footnotes
F1, F4, F9, F10, F11
OMGA transaction Derivative

Series A Convertible Preferred Stock

Conversion of derivative security

Transaction value
Shares
-3,000,000
Change %
-100%
Price
Shares after
0
Date
03 Aug 2021
Ownership
See Footnotes
Underlying class
Common Stock
Underlying amount
794,118
Exercise price
Footnotes
F1, F5, F9, F10, F11
OMGA transaction Derivative

Series B Convertible Preferred Stock

Conversion of derivative security

Transaction value
Shares
-2,666,667
Change %
-100%
Price
Shares after
0
Date
03 Aug 2021
Ownership
See Footnotes
Underlying class
Common Stock
Underlying amount
705,882
Exercise price
Footnotes
F1, F4, F9, F10, F11
OMGA transaction Derivative

Series B Convertible Preferred Stock

Conversion of derivative security

Transaction value
Shares
-666,667
Change %
-100%
Price
Shares after
0
Date
03 Aug 2021
Ownership
See Footnotes
Underlying class
Common Stock
Underlying amount
176,470
Exercise price
Footnotes
F1, F5, F9, F10, F11
OMGA transaction Derivative

Series B Convertible Preferred Stock

Conversion of derivative security

Transaction value
Shares
-13,333,333
Change %
-100%
Price
Shares after
0
Date
03 Aug 2021
Ownership
See Footnotes
Underlying class
Common Stock
Underlying amount
3,529,413
Exercise price
Footnotes
F1, F6, F9, F10, F11
OMGA transaction Derivative

Series B Convertible Preferred Stock

Conversion of derivative security

Transaction value
Shares
-3,333,333
Change %
-100%
Price
Shares after
0
Date
03 Aug 2021
Ownership
See Footnotes
Underlying class
Common Stock
Underlying amount
882,353
Exercise price
Footnotes
F1, F7, F9, F10, F11
OMGA transaction Derivative

Series C Convertible Preferred Stock

Conversion of derivative security

Transaction value
Shares
-1,666,667
Change %
-100%
Price
Shares after
0
Date
03 Aug 2021
Ownership
See Footnotes
Underlying class
Common Stock
Underlying amount
441,176
Exercise price
Footnotes
F1, F4, F9, F10, F11
OMGA transaction Derivative

Series C Convertible Preferred Stock

Conversion of derivative security

Transaction value
Shares
-5,000,000
Change %
-100%
Price
Shares after
0
Date
03 Aug 2021
Ownership
See Footnotes
Underlying class
Common Stock
Underlying amount
1,323,530
Exercise price
Footnotes
F1, F6, F9, F10, F11
OMGA transaction Derivative

Series C Convertible Preferred Stock

Conversion of derivative security

Transaction value
Shares
-1,666,666
Change %
-100%
Price
Shares after
0
Date
03 Aug 2021
Ownership
See Footnotes
Underlying class
Common Stock
Underlying amount
441,176
Exercise price
Footnotes
F1, F7, F9, F10, F11
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 11 footnotes

Footnote F1

The shares of Issuer's preferred stock have no expiration date and are convertible at the holder's election into Issuer's common stock at a conversion ratio of 1-to-0.264706. The preferred stock will automatically convert into shares of the Issuer's common stock, for no additional consideration, upon the closing of the Issuer's initial public offering.

Footnote F2

Represents shares held directly by Flagship V VentureLabs Rx Fund, L.P. ("Flagship Fund V Rx").

Footnote F3

Represents shares held directly by Flagship Ventures Fund V, L.P. ("Flagship Fund V").

Footnote F4

Represents shares held directly by Flagship Pioneering Fund VI, L.P. ("Flagship Pioneering VI").

Footnote F5

Represents shares held directly by Nutritional Health LTP Fund, L.P. ("Nutritional LTP").

Footnote F6

Represents shares held directly by Flagship Pioneering Special Opportunities Fund II, L.P. ("Flagship Opportunities Fund II")

Footnote F7

Represents shares held directly by FPN, L.P. ("FPN Fund").

Footnote F8

Represents shares held directly by Flagship VentureLabs V, LLC ("VentureLabs V").

Footnote F9

Flagship Fund V is a member of VentureLabs V. VentureLabs V Manager LLC ("VentureLabs V Manager") is the manager of VentureLabs V. Flagship Pioneering, Inc. ("Flagship Pioneering") is the manager of VentureLabs V Manager. The General Partner of Flagship Fund V and Flagship Fund V Rx is Flagship Ventures Fund V General Partner LLC ("Flagship V GP"). The General Partner of Flagship Pioneering VI is Flagship Pioneering Fund VI General Partner LLC ("Flagship Pioneering VI GP"). The General Partner of Flagship Opportunities Fund II is Flagship Pioneering Special Opportunities Fund II General Partner LLC ("Flagship Opportunities Fund II GP").

Footnote F10

(continued from above) The general partner of FPN Fund is FPN General Partner LLC ("FPN GP"). The manager of Flagship Pioneering VI GP, Flagship Opportunities Fund II GP, and FPN GP is Flagship Pioneering. The general partner of Nutritional LTP is Nutritional Health LTP Fund General Partner LLC ("Nutritional LTP GP" and, together with VentureLabs V Manager, Flagship Pioneering, Flagship V GP, Flagship Pioneering VI GP, Flagship Opportunities Fund II GP and FPN GP, the "Flagship General Partners").

Footnote F11

(continued from above) Noubar B. Afeyan, Ph.D. ("Dr. Afeyan") is the sole director of Flagship Pioneering and may be deemed to have beneficial ownership of all the shares held by VentureLabs V, Flagship Pioneering VI, Flagship Opportunities Fund II and FPN Fund. In addition, Dr. Afeyan serves as the sole manager of Flagship V GP and is the sole member and manager of Nutritional LTP GP and may be deemed to have beneficial ownership of all the shares held by Flagship Fund V, Flagship Fund V Rx and Nutritional LTP. None of the Flagship General Partners nor Dr. Afeyan directly own any of the shares held by the Reporting Persons, and each of the Flagship General Partners and Dr. Afeyan disclaims beneficial ownership of such shares except to the extent of its or his pecuniary interest therein.

SEC remarks

Due to the limitations of the electronic filing system, each of Flagship Pioneering Fund VI General Partner LLC, Flagship Pioneering Fund VI, L.P., Flagship Pioneering Special Opportunities Fund II, L.P., Flagship Pioneering Special Opportunities Fund II General Partner LLC, Nutritional Health LTP Fund, L.P., Nutritional Health LTP Fund General Partner LLC, FPN General Partner LLC, FPN, L.P. and Noubar Afeyan are filing a separate Form 4. Each Form 4 will be filed by Designated Filer Flagship Pioneering, Inc.

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