Statement of Changes in Beneficial Ownership (4)
21 June 2023 - 6:02AM
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
*
AI DMI LLC |
2. Issuer Name and Ticker or Trading Symbol
Disc Medicine, Inc.
[
IRON
]
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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)
C/O ACCESS INDUSTRIES, INC., 40 WEST 57TH STREET, 28TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/16/2023 |
(Street)
NEW YORK, NY 10019 |
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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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
☐
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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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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 |
Warrant (right to buy) | $0.0001 | 6/16/2023 | | P | | 204081 | | (1) | (1) | Common Stock | 204081 | $48.9999 | 204081 | D (2) | |
Explanation of Responses: |
(1) | The Pre-Funded Warrants do not expire, and each Pre-Funded Warrant is exercisable at any time after the date of issuance, subject to an ownership limitation and clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, if applicable to avoid a violation thereof. |
(2) | The securities reported are held directly by AI DMI LLC ("AI DMI") and may be deemed to be beneficially owned by Access Industries Holdings LLC ("AIH"), Access Industries Management, LLC ("AIM") and Len Blavatnik because Len Blavatnik controls AIM and holds a majority of the outstanding voting interests in AIH, AIM controls AIH, and AIH indirectly controls all of the outstanding voting interests in AI DMI LLC. Each of the reporting persons (other than AI DMI) disclaims beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein, and this form shall not be construed as an admission that any such reporting person is the beneficial owner of any of the securities reported on this form. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
AI DMI LLC C/O ACCESS INDUSTRIES, INC. 40 WEST 57TH STREET, 28TH FLOOR NEW YORK, NY 10019 |
| X |
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Access Industries Holdings LLC C/O ACCESS INDUSTRIES, INC. 40 WEST 57TH STREET, 28TH FLOOR NEW YORK, NY 10019 |
| X |
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ACCESS INDUSTRIES MANAGEMENT, LLC C/O ACCESS INDUSTRIES, INC. 40 WEST 57TH STREET, 28TH FLOOR NEW YORK, NY 10019 |
| X |
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Blavatnik Len C/O ACCESS INDUSTRIES, INC. 40 WEST 57TH STREET, 28TH FLOOR NEW YORK, NY 10019 |
| X |
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Signatures
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/s/ Alejandro Moreno for AI DMI LLC | | 6/20/2023 |
**Signature of Reporting Person | Date |
/s/ Alejandro Moreno for Access Industries Holdings LLC | | 6/20/2023 |
**Signature of Reporting Person | Date |
/s/ Alejandro Moreno for Access Industries Management, LLC | | 6/20/2023 |
**Signature of Reporting Person | Date |
/s/ Alejandro Moreno as Attorney-in-Fact for Mr. Blavatnik | | 6/20/2023 |
**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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