Levin Mark J Form 4 Relay Therapeutics / MARK J LEVIN ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Third Rock Ventures III, L.P.

(Last)

(First)

(Middle)

C/O THIRD ROCK VENTURES, LLC

29 NEWBURY STREET, 3RD FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Relay Therapeutics, Inc. [ RLAY ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/20/2020

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/20/2020		C		9,970,454	A	$0.00	9,970,454	D⁽¹⁾⁽²⁾⁽³⁾⁽⁷⁾
Common Stock	07/20/2020		C		2,793,770	A	$0.00	2,793,770	I	See Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁷⁾
Common Stock	07/20/2020		C		17,427	A	$0.00	9,987,881	D⁽¹⁾⁽²⁾⁽⁶⁾⁽⁷⁾
Common Stock	07/20/2020		C		17,427	A	$0.00	2,811,197	I	See Footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	⁽³⁾	07/20/2020		C			35,404,286	⁽³⁾	⁽³⁾	Common Stock	9,970,454	⁽³⁾	0	D⁽¹⁾⁽²⁾⁽³⁾⁽⁷⁾
Series A Convertible Preferred Stock	⁽³⁾	07/20/2020		C			9,920,455	⁽³⁾	⁽³⁾	Common Stock	2,793,770	⁽³⁾	0	I	See Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁷⁾
Series B Convertible Preferred Stock	⁽⁶⁾	07/20/2020		C			61,881	⁽⁶⁾	⁽⁶⁾	Common Stock	17,427	⁽⁶⁾	0	D⁽¹⁾⁽²⁾⁽⁶⁾⁽⁷⁾
Series B Convertible Preferred Stock	⁽⁶⁾	07/20/2020		C			61,881	⁽⁶⁾	⁽⁶⁾	Common Stock	17,427	⁽⁶⁾	0	I	See Footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾

1. Name and Address of Reporting Person^*

Third Rock Ventures III, L.P.

(Last)

(First)

(Middle)

C/O THIRD ROCK VENTURES, LLC

29 NEWBURY STREET, 3RD FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Third Rock Ventures GP III, L.P.

(Last)

(First)

(Middle)

C/O THIRD ROCK VENTURES, LLC

29 NEWBURY STREET, 3RD FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TRV GP III, LLC

(Last)

(First)

(Middle)

C/O THIRD ROCK VENTURES, LLC

29 NEWBURY STREET, 3RD FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

LEVIN MARK J

(Last)

(First)

(Middle)

C/O THIRD ROCK VENTURES, LLC

29 NEWBURY STREET, 3RD FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

STARR KEVIN P

(Last)

(First)

(Middle)

C/O THIRD ROCK VENTURES, LLC

29 NEWBURY STREET, 3RD FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TEPPER ROBERT I

(Last)

(First)

(Middle)

C/O THIRD ROCK VENTURES, LLC

29 NEWBURY STREET, 3RD FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Third Rock Ventures IV, L.P.

(Last)

(First)

(Middle)

C/O THIRD ROCK VENTURES, LLC

29 NEWBURY STREET, 3RD FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Third Rock Ventures GP IV, L.P.

(Last)

(First)

(Middle)

C/O THIRD ROCK VENTURES, LLC

29 NEWBURY STREET, 3RD FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TRV GP IV, LLC

(Last)

(First)

(Middle)

C/O THIRD ROCK VENTURES, LLC

29 NEWBURY STREET, 3RD FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Explanation of Responses:

1. These shares are directly held by Third Rock Ventures III, L.P. ("TRV III").

2. The general partner of TRV III is Third Rock Ventures GP III, L.P. ("TRV GP III"). The general partner of TRV GP III is TRV GP III, LLC ("TRV GP III LLC"). The individual managers of TRV GP III LLC are Mark Levin ("Levin"), Kevin Starr ("Starr") and Dr. Robert Tepper ("Tepper"). Each of the reporting persons, except for TRV III, disclaims beneficial ownership of these shares except to the extent of its or his pecuniary interest therein, if any, and this report shall not be deemed an admission that it or he is the beneficial owner of such shares.

3. Each share of Series A Preferred Stock automatically converted into shares of the Issuer's common stock, par value $0.001 per share ("Common Stock") on a 1-for-3.55092 basis upon the closing of the Issuer's initial public offering on July 20, 2020 and had no expiration date.

4. These shares are directly held by Third Rock Ventures IV, L.P. ("TRV IV").

5. The general partner of TRV IV is Third Rock Ventures GP IV, L.P. ("TRV GP IV"). The general partner of TRV GP IV is TRV GP IV, LLC ("TRV GP IV LLC"). Each of the reporting persons, except for TRV IV, disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that it or he is the beneficial owner of such shares.

6. Each share of Series B Preferred Stock automatically converted into shares of the Issuer's common stock, par value $0.001 per share ("Common Stock") on a 1-for-3.55092 basis upon the closing of the Issuer's initial public offering on July 20, 2020 and had no expiration date.

7. Each of the reporting persons disclaims the existence of a Section 13(d) "group" as between the TRV III related parties and the TRV IV related parties and this report shall not be deemed an admission that any of such parties is or may be part of such a group with any of the other parties.

Remarks:

	/s/ Kevin Gillis, Chief Operating Officer of TRV GP III, LLC, General Partner of Third Rock Ventures GP III, L.P., General Partner of Third Rock Ventures III, L.P.	07/21/2020
	/s/ Kevin Gillis, Chief Operating Officer of TRV GP III, LLC, General Partner of Third Rock Ventures GP III, L.P.	07/21/2020
	/s/ Kevin Gillis, Chief Operating Officer of TRV GP IIIV, LLC	07/21/2020
	/s/ Kevin Gillis by power of attorney for Mark Levin	07/21/2020
	/s/ Kevin Gillis by power of attorney for Kevin Starr	07/21/2020
	/s/ Kevin Gillis by power of attorney for Dr. Robert Tepper	07/21/2020
	/s/ Kevin Gillis, Chief Operating Officer of TRV GP IV, LLC, General Partner of Third Rock Ventures GP IV, L.P., General Partner of Third Rock Ventures IV, L.P.	07/21/2020
	/s/ Kevin Gillis, Chief Operating Officer of TRV GP IV, LLC, General Partner of Third Rock Ventures GP IV, L.P.	07/21/2020
	/s/ Kevin Gillis, Chief Operating Officer of TRV GP IV, LLC	07/21/2020
	** Signature of Reporting Person	Date
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Levin Mark J Form 4Relay Therapeutics / MARK J LEVIN ownership change