Timothy A Springer Form 3 Morphic Holding / TIMOTHY A SPRINGER ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

SPRINGER TIMOTHY A

(Last) (First) (Middle)

C/O MORPHIC HOLDING, INC.

35 GATEHOUSE DRIVE, A2

(Street)

WALTHAM MA 02451

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/26/2019

3. Issuer Name and Ticker or Trading Symbol
Morphic Holding, Inc. [ MORF ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	600,229	D
Common Stock	42,873	I	By Spouse
Common Stock	214,367	I	By Springer-Lu Family 2004 Irrevocable Trust dated March 29, 2004(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series Seed Preferred Stock	(2)	(2)	Common Stock	332,805	(2)	D
Series A Preferred Stock	(3)	(3)	Common Stock	2,286,588	(3)	D
Series B Preferred Stock	(4)	(4)	Common Stock	1,345,569	(4)	D
Series Seed Preferred Stock	(2)	(2)	Common Stock	341,686	(2)	I	By TAS Partners LLC(5)
Stock Option (right to buy Common Stock)	(6)	04/11/2029	Common Stock	4,287	7.76	D
Stock Option (right to buy Common Stock)	(7)	06/26/2029	Common Stock	24,000	15	D

Explanation of Responses:

1. These securities are held of record by Fiduciary Trust Company of New England LLC, Trustee of Springer-Lu Family 2004 Irrevocable Trust dated March 29, 2004. The reporting person has no voting or dispositive control over such shares and disclaims beneficial ownership over such shares.

2. Each share of the issuer's Series Seed Preferred Stock will automatically convert into one share of the issuer's Common Stock immediately upon the closing of the issuer's initial public offering ("IPO") and has no expiration date.

3. Each share of the issuer's Series A Preferred Stock will automatically convert into one share of the issuer's Common Stock immediately upon the closing of the issuer's IPO and has no expiration date.

4. Each share of the issuer's Series B Preferred Stock will automatically convert into one share of the issuer's Common Stock immediately upon the closing of the issuer's IPO and has no expiration date.

5. The reporting person is the manager of TAS Partners LLC and has sole voting and dispositive power over such shares.

6. The option vests as to 2.0833% of the total shares monthly, beginning May 9, 2019, with 100% of the total shares vested and exercisable on April 9, 2023, subject to the reporting person's provision of service to the issuer on each vesting date.

7. The option vests as to 25% of the total shares on June 26, 2020, and then 9.375% of the remaining shares shall vest quarterly thereafter, subject to the reporting person's provision of service to the issuer on each vesting date.

	/s/ Robert Farrell as attorney-in-fact for Timothy A. Springer	06/26/2019
	** 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 5 (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).
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