Chiasma Form 4 / Todd Foley 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^*

Foley Todd

(Last)

(First)

(Middle)

C/O MPM CAPITAL

450 KENDALL STREET

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CHIASMA, INC [ CHMA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/21/2015

4. 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 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	07/21/2015		C		10,426⁽¹⁾	A	⁽²⁾	10,426	I	See Footnote⁽³⁾
Common Stock	07/21/2015		C		2,488,171⁽⁴⁾	A	⁽²⁾	2,498,597	I	See Footnote⁽⁵⁾
Common Stock	07/21/2015		C		1,759,381⁽⁶⁾	A	⁽²⁾	4,257,978	I	See Footnote⁽⁷⁾
Common Stock	07/21/2015		C		1,423,566⁽⁸⁾	A	⁽²⁾	5,681,544	I	See Footnote⁽⁹⁾

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 B-1' Preferred Stock	⁽²⁾	07/21/2015		C			95,225⁽¹⁾	⁽²⁾	⁽²⁾	Common Stock	10,426⁽¹⁾	⁽²⁾	0	I	See Footnote⁽¹⁾
Series C' Preferred Stock	⁽²⁾	07/21/2015		C			22,721,988⁽⁴⁾	⁽²⁾	⁽²⁾	Common Stock	2,488,171⁽⁴⁾	⁽²⁾	0	I	See Footnote⁽⁴⁾
Series D' Preferred Stock	⁽²⁾	07/21/2015		C			16,066,669⁽⁶⁾	⁽²⁾	⁽²⁾	Common Stock	1,759,381⁽⁶⁾	⁽²⁾	0	I	See Footnote⁽⁶⁾
Series E Preferred Stock	⁽²⁾	07/21/2015		C			13,000,000⁽⁸⁾	⁽²⁾	⁽²⁾	Common Stock	1,423,566⁽⁸⁾	⁽²⁾	0	I	See Footnote⁽⁸⁾

Explanation of Responses:

1. The shares, on a common stock equivalent basis, were converted as follows: 9,773 by MPM BioVentures IV-QP, L.P. ("BV IV QP"), 376 by MPM BioVentures IV GmbH & Co. Beteiligungs KG ("BV IV KG") and 277 by MPM Asset Management Investors BV4 LLC ("AM BV4"). MPM BioVentures IV GP LLC ("BV GP LLC") and MPM BioVentures IV LLC ("BV LLC") are the direct and indirect general partners of BV IV QP and BV IV KG and BV LLC is the manager of AM BV4. The Reporting Person is a member of BV LLC. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

2. The shares of Series B-1' Preferred Stock, Series C' Preferred Stock, Series D' Preferred Stock and Series E Preferred Stock converted into 0.109505 of a share of the Issuer's Common Stock immediately prior to the closing of the Issuer's initial public offering without payment of further consideration. The shares had no expiration date.

3. The shares are held as follows: 9,773 by BV IV QP, 376 by BV IV KG and 277 by AM BV4. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

4. The shares, on a common stock equivalent basis, were converted as follows: 1,479,910 by BV IV QP, 57,016 by BV IV KG, 42,083 by AM BV4 and 909,162 by MPM Bio IV NVS Strategic Fund, L.P. ("BV IV SF"). BV GP LLC and BV LLC are the direct and indirect general partners of BV IV SF. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

5. The shares are held as follows: 1,489,683 by BV IV QP, 57,392 by BV IV KG, 42,360 by AM BV4 and 909,162 by BV IV SF. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

6. The shares, on a common stock equivalent basis, were converted as follows: 1,539,486 by BV IV QP, 59,313 by BV IV KG, 43,776 by AM BV4 and 116,806 by BV IV SF. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

7. The shares are held as follows: 3,029,169 by BV IV QP, 116,705 by BV IV KG, 86,136 by AM BV4 and 1,025,968 by BV IV SF. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

8. The shares, on a common stock equivalent basis, were converted as follows: 939,089 by BV IV QP, 36,179 by BV IV KG, 26,704 by AM BV4 and 421,594 by BV IV SF. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

9. The shares are held as follows: 3,968,258 by BV IV QP, 152,884 by BV IV KG, 112,840 by AM BV4 and 1,447,562 by BV IV SF. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

Remarks:

	/s/ Todd Foley	07/21/2015
	** 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 Number.

Chiasma (CHMA) Form 4CHIASMA / Todd Foley ownership change