Statement of Changes in Beneficial Ownership (4)
02 June 2022 - 9:01AM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Flagship Ventures Fund IV General Partner LLC |
2. Issuer Name and Ticker or Trading Symbol
Evelo Biosciences, Inc.
[
EVLO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
55 CAMBRIDGE PARKWAY, SUITE 800E |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/27/2022 |
(Street)
CAMBRIDGE, MA 02142
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 5/27/2022 | | P(1) | | 4383561 | A | $1.46 | 7590873 | I | By Flagship Ventures Fund IV, L.P. (2) |
Common Stock | 5/27/2022 | | P(1) | | 1095890 | A | $1.46 | 1887419 | I | By Flagship Ventures Fund IV-Rx, L.P. (3) |
Common Stock | 5/27/2022 | | P(1) | | 1369863 | A | $1.46 | 5495324 | I | By Flagship Ventures Opportunities Fund I, L.P. (4) |
Common Stock | 5/27/2022 | | P(1) | | 6849315 | A | $1.46 | 8219791 | I | By Nutritional Health LTP Fund, L.P. (5) |
Common Stock | 5/27/2022 | | P(1) | | 13698630 | A | $1.46 | 13698630 | I | By Flagship Pioneering Fund VII, L.P. (6) |
Common Stock | | | | | | | | 684372 | I | By Flagship VentureLabs IV LLC (7) |
Common Stock | | | | | | | | 2645637 | I | By Flagship VentureLabs V LLC (8) |
Common Stock | | | | | | | | 4201284 | I | By Flagship Ventures Fund V, L.P. (9) |
Common Stock | | | | | | | | 1609871 | I | By Flagship V VentureLabs Rx Fund, L.P. (10) |
Common Stock | | | | | | | | 795950 | I | By Nutritional Health Side Fund, L.P. (11) |
Common Stock | | | | | | | | 3598177 | I | By Nutritional Health Disruptive Innovation Fund, L.P. (12) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | On May 27, 2022, Flagship Ventures Fund IV, L.P. ("Flagship Fund IV"), Flagship Ventures Fund IV-Rx, L.P. ("Flagship Fund IV-Rx"), Flagship Ventures Opportunities Fund I, L.P. ("Flagship Opportunities I"), Nutritional Health LTP Fund, L.P. ("Nutritional LTP") and Flagship Pioneering Fund VII, L.P. ("Flagship Fund VII") acquired 4,383,561 shares, 1,095,890 shares, 1,369,863 shares, 6,849,315 shares and 13,698,630 shares, respectively, of the Issuer's Common Stock in a registered direct offering at a price of $1.46 per share. |
(2) | Shares held by Flagship Fund IV. Flagship Ventures Fund IV General Partner LLC ("Flagship Fund IV GP") is the general partner of Flagship Fund IV. Noubar B. Afeyan, Ph.D. ("Dr. Afeyan") is the sole manager of Flagship Fund IV GP. Each of the reporting persons except for Flagship Fund IV disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein. |
(3) | Shares held by Flagship Fund IV-Rx. Flagship Fund IV GP is the general partner of Flagship Fund IV-Rx. Dr. Afeyan is the sole manager of Flagship Fund IV GP. Each of the reporting persons except for Flagship Fund IV-Rx disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein. |
(4) | Shares held by Flagship Opportunities I. Flagship Ventures Opportunities Fund I General Partner LLC ("Flagship Opportunities GP") is the general partner of Flagship Opportunities I. Dr. Afeyan is the sole manager of Flagship Opportunities GP. Each of the reporting persons except for Flagship Opportunities I disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein. |
(5) | Shares held by Nutritional LTP. Nutritional Health LTP Fund General Partner LLC ("Nutritional LTP GP") is the general partner of Nutritional LTP. Dr. Afeyan is the sole member and manager of Nutritional LTP GP. Each of the reporting persons except for Nutritional LTP disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein. |
(6) | Shares 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. Dr. Afeyan is the Chief Executive Officer, director and sole stockholder of Flagship Pioneering. Each of the reporting persons except for Flagship Fund VII disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein. |
(7) | Shares held by Flagship VentureLabs IV, LLC ("VentureLabs IV"). Flagship Fund IV is a member of VentureLabs IV and also serves as its manager. Flagship Fund IV GP is the general partner of Flagship Fund IV. Dr. Afeyan is the sole manager of Flagship Fund IV GP. Each of the reporting persons except for VentureLabs IV disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein. |
(8) | Shares held by Flagship VentureLabs V LLC ("VentureLabs V"). Flagship VentureLabs V Manager LLC ("VentureLabs V Manager") serves as manager of VentureLabs V. Flagship Pioneering is the manager of VentureLabs V Manager. Dr. Afeyan is the Chief Executive Officer, director and sole stockholder of Flagship Pioneering. Each of the reporting persons except for VentureLabs V disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein. |
(9) | Shares held by Flagship Ventures Fund V, L.P. ("Flagship Fund V"). Flagship Ventures Fund V General Partner LLC ("Flagship Fund V GP") is the general partner of Flagship Fund V. Dr. Afeyan serves as sole manager of Flagship Fund V. Each of the reporting persons except for Flagship Fund V disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein. |
(10) | Shares held by Flagship V VentureLabs Rx Fund, L.P. ("VentureLabs Rx V"). Flagship Fund V GP is the general partner of VentureLabs Rx V. Dr. Afeyan serves as sole manager of Flagship Fund V GP. Each of the reporting persons except for VentureLabs Rx V disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein. |
(11) | Shares held by Nutritional Health Side Fund, L.P. ("Nutritional Health Side Fund"). Flagship Fund V GP is the general partner of Nutritional Health Side Fund. Dr. Afeyan serves as sole manager of Flagship Fund V GP. Each of the reporting persons except for Nutritional Health Side Fund disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein. |
(12) | Shares held by Nutritional Health Disruptive Innovation Fund, L.P. ("Nutritional Innovation Fund"). Flagship Fund V GP is the general partner of Nutritional Innovation Fund. Dr. Afeyan serves as sole manager of Flagship Fund V GP. Each of the reporting persons except for Nutritional Innovation Fund disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Flagship Ventures Fund IV General Partner LLC 55 CAMBRIDGE PARKWAY, SUITE 800E CAMBRIDGE, MA 02142 |
| X |
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Flagship Ventures Fund IV, L.P. 55 CAMBRIDGE PARKWAY, SUITE 800E CAMBRIDGE, MA 02142 |
| X |
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Flagship Ventures Fund IV-Rx, L.P. 55 CAMBRIDGE PARKWAY, SUITE 800E CAMBRIDGE, MA 02142 |
| X |
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Flagship Ventures Opportunities Fund I General Partner LLC 55 CAMBRIDGE PARKWAY, SUITE 800E CAMBRIDGE, MA 02142 |
| X |
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Flagship Ventures Opportunities Fund I, L.P. 55 CAMBRIDGE PARKWAY, SUITE 800E CAMBRIDGE, MA 02142 |
| X |
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Nutritional Health LTP Fund General Partner LLC 55 CAMBRIDGE PARKWAY, SUITE 800E CAMBRIDGE, MA 02142 |
| X |
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Nutritional Health LTP Fund, L.P. 55 CAMBRIDGE PARKWAY, SUITE 800E CAMBRIDGE, MA 02142 |
| X |
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Flagship Pioneering Inc. 55 CAMBRIDGE PARKWAY, SUITE 800E CAMBRIDGE, MA 02142 |
| X |
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AFEYAN NOUBAR 55 CAMBRIDGE PARKWAY, SUITE 800E CAMBRIDGE, MA 02142 |
| X |
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Signatures
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Flagship Ventures Fund IV General Partner LLC, By: /s/ Noubar B. Afeyan, Ph.D., Name: Noubar B. Afeyan, Ph.D., Title: Manager | | 6/1/2022 |
**Signature of Reporting Person | Date |
Flagship Ventures Fund IV, L.P., By: Flagship Ventures Fund IV General Partner LLC, its general partner, By: /s/ Noubar B. Afeyan, Ph.D., Name: Noubar B. Afeyan, Ph.D., Title: Manager | | 6/1/2022 |
**Signature of Reporting Person | Date |
Flagship Ventures Fund IV-Rx, L.P., By: Flagship Ventures Fund IV General Partner LLC, its general partner, By: /s/ Noubar B. Afeyan, Ph.D., Name: Noubar B. Afeyan, Ph.D., Title: Manager | | 6/1/2022 |
**Signature of Reporting Person | Date |
Flagship Ventures Opportunities Fund I General Partner LLC, By: /s/ Noubar B. Afeyan, Ph.D., Name: Noubar B. Afeyan, Ph.D., Title: Manager | | 6/1/2022 |
**Signature of Reporting Person | Date |
Flagship Ventures Opportunities Fund I, L.P. By: Flagship Ventures Opportunities Fund I General Partner LLC, its general partner, By: /s/ Noubar B. Afeyan, Ph.D., Name: Noubar B. Afeyan, Ph.D., Title: Manager | | 6/1/2022 |
**Signature of Reporting Person | Date |
Nutritional Health LTP Fund General Partner LLC, By: /s/ Noubar B. Afeyan, Name: Noubar B. Afeyan, Ph.D., Title: Manager | | 6/1/2022 |
**Signature of Reporting Person | Date |
Nutritional Health LTP Fund, L.P., By: Nutritional Health LTP Fund General Partner LLC, its general partner, By: /s/ Noubar B. Afeyan, Name: Noubar B. Afeyan, Ph.D., Title: Manager | | 6/1/2022 |
**Signature of Reporting Person | Date |
Flagship Pioneering, Inc. By: /s/ Noubar B. Afeyan, Name: Noubar B. Afeyan, Ph.D., Title: Chief Executive Officer | | 6/1/2022 |
**Signature of Reporting Person | Date |
Noubar B. Afeyan, Ph.D. By: /s/ Noubar B. Afeyan, Ph.D. | | 6/1/2022 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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