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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 06/29/2016 | 3. Issuer Name and Ticker or Trading Symbol Syros Pharmaceuticals, Inc. [ SYRS ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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 | 213,332 | I | See Footnote(5) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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 A-1 Preferred Stock | (1) | (1) | Common Stock | 213,333(6) | (1) | I | See Footnote(6) |
| Series A-1 Preferred Stock | (1) | (1) | Common Stock | 53,333(7) | (1) | I | See Footnote(7) |
| Series A-2 Preferred Stock | (2) | (2) | Common Stock | 1,066,666(6) | (2) | I | See Footnote(6) |
| Series A-2 Preferred Stock | (2) | (2) | Common Stock | 266,666(7) | (2) | I | See Footnote(7) |
| Series A-3 Preferred Stock | (3) | (3) | Common Stock | 1,600,000(6) | (3) | I | See Footnote(6) |
| Series A-3 Preferred Stock | (3) | (3) | Common Stock | 400,000(7) | (3) | I | See Footnote(7) |
| Series B Preferred Stock | (4) | (4) | Common Stock | 474,661(6) | (4) | I | See Footnote(6) |
| Series B Preferred Stock | (4) | (4) | Common Stock | 118,665(7) | (4) | I | See Footnote(7) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The Series A-1 Preferred Stock is convertible into Common Stock on a 3.75-for-one basis into the number of shares shown in column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date. |
| 2. The Series A-2 Preferred Stock is convertible into Common Stock on a 3.75-for-one basis into the number of shares shown in column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date. |
| 3. The Series A-3 Preferred Stock is convertible into Common Stock on a 3.75-for-one basis into the number of shares shown in column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date. |
| 4. The Series B Preferred Stock is convertible into Common Stock on a 3.75-for-one basis into the number of shares shown in column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date. |
| 5. Held by Flagship VentureLabs IV, LLC ("VentureLabs IV"). Flagship Ventures Fund IV, L.P. ("Flagship IV") is the manager of VentureLabs IV. Flagship Ventures Fund IV General Partner LLC ("Flagship IV LLC") is the general partner of Flagship IV. Noubar B. Afeyan, Ph.D. and Edwin M. Kania, Jr. are the managers of Flagship IV LLC. Flagship IV, Flagship IV LLC and each of these individuals may be deemed to share voting and investment power with respect to all shares held by VentureLabs IV. Each of the filing persons other than VentureLabs IV disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein. Stephane Bancel, a director of the Issuer, is a limited partner of Flagship IV and a member of Flagship IV LLC. Mr. Bancel disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein. |
| 6. Held by Flagship IV. Flagship IV LLC is the general partner of Flagship IV. Noubar B. Afeyan, Ph.D. and Edwin M. Kania, Jr. are the managers of Flagship IV LLC. Flagship IV LLC and each of these individuals may be deemed to share voting and investment power with respect to all shares held by Flagship IV. Each of the filing persons other than Flagship IV disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein. Stephane Bancel, a director of the Issuer, is a limited partner of Flagship IV and a member of Flagship IV LLC. Mr. Bancel disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein. |
| 7. Held by Flagship Ventures Fund IV-Rx, L.P. ("Flagship IV-Rx"). Flagship IV LLC is the general partner of Flagship IV-Rx. Noubar B. Afeyan, Ph.D. and Edwin M. Kania, Jr. are the managers of Flagship IV LLC. Flagship IV LLC and each of these individuals may be deemed to share voting and investment power with respect to all shares held by Flagship IV-Rx. Each of the filing persons other than Flagship IV-Rx disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein. Stephane Bancel, a director of the Issuer, is a member of Flagship IV LLC. Mr. Bancel disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein. |
| FLAGSHIP VENTURES FUND IV, L.P. By: Flagship Ventures Fund IV General Partner LLC By:/s/ Noubar Afeyan Name: Noubar B. Afeyan, Ph.D. Title: Manager | 06/29/2016 | |
| FLAGSHIP VENTURES FUND IV-RX, L.P. By: Flagship Ventures Fund IV General Partner LLC By: /s/ Noubar Afeyan Name: Noubar B. Afeyan, Ph.D. Title: Manager | 06/29/2016 | |
| FLAGSHIP VENTURELABS IV, LLC By: Flagship Ventures Fund IV, L.P. By: Flagship Ventures Fund IV General Partner LLC By: /s/ Noubar Afeyan Name: Noubar B. Afeyan, Ph.D. Title: Manager | 06/29/2016 | |
| FLAGSHIP VENTURES FUND IV GENERAL PARTNER LLC By: /s/ Noubar Afeyan Name: Noubar B. Afeyan, Ph.D. Title: Manager | 06/29/2016 | |
| /s/ Noubar Afeyan NOUBAR B. AFEYAN, PH.D. | 06/29/2016 | |
| /s/ Edwin Kania EDWIN M. KANIA, JR. | 06/29/2016 | |
| ** 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). | ||
| 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 Number. | ||