Flagship Pioneering Form 4 Seres Therapeutics / NOUBAR AFEYAN 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^*

Nutritional Health LTP Fund General Partner LLC

(Last) (First) (Middle)

55 CAMBRIDGE PARKWAY, SUITE 800E

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Seres Therapeutics, Inc. [ MCRB ]

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)
07/05/2022

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/05/2022		P(1)		2,912,748	A	$3.15	5,875,711	I	By Nutritional Health LTP Fund, L.P.(2)
Common Stock	07/05/2022		P(1)		5,825,495	A	$3.15	5,825,495	I	By Flagship Pioneering Fund VII, L.P.(3)
Common Stock								4,434,600	I	By Flagship Ventures Fund IV, L.P.(4)
Common Stock								1,283,282	I	By Flagship Ventures Fund IV-Rx, L.P.(5)
Common Stock								2,962,963	I	By Flagship Pioneering Fund VI, L.P.(6)
Common Stock								2,734,994	I	By Flagship VentureLabs IV LLC(7)
Common Stock								376,018	I	By Noubar B. Afeyan, Ph.D.(8)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Nutritional Health LTP Fund General Partner LLC

(Last) (First) (Middle)

55 CAMBRIDGE PARKWAY, SUITE 800E

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Nutritional Health LTP Fund, L.P.

(Last) (First) (Middle)

55 CAMBRIDGE PARKWAY, SUITE 800E

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Flagship Pioneering Inc.

(Last) (First) (Middle)

55 CAMBRIDGE PARKWAY, SUITE 800E

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

AFEYAN NOUBAR

(Last) (First) (Middle)

55 CAMBRIDGE PARKWAY, SUITE 800E

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

Explanation of Responses:

1. On July 5, 2022, Nutritional Health LTP Fund, L.P. ("Nutritional LTP") and Flagship Pioneering Fund VII, L.P. ("Flagship Fund VII") acquired 2,912,748 shares and 5,825,495 shares, respectively, of the Issuer's Common Stock in a registered direct offering at a price of $3.15 per share.

2. Shares held by Nutritional LTP. Nutritional Health LTP Fund General Partner LLC ("Nutritional LTP GP") is the general partner of Nutritional LTP. Noubar B. Afeyan, Ph.D. ("Dr. Afeyan") is the sole member and manager of Nutritional LTP GP. Each of the reporting persons except for Nutritional LTP disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

3. Shares held by Flagship Fund VII. Flagship Pioneering Fund VII General Partner LLC ("Flagship Fund VII GP") is the general partner of Flagship Fund VII. Flagship Pioneering, Inc. ("Flagship Pioneering") is the manager of Flagship Fund VII GP. Dr. Afeyan is the Chief Executive Officer, sole shareholder and director of Flagship Pioneering. Each of the reporting persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

4. Shares held by Flagship Ventures Fund IV, L.P. ("Flagship Fund IV"). Flagship Ventures Fund IV General Partner LLC ("Flagship Fund IV GP") is the general partner of Flagship Fund IV. Dr. Afeyan is the sole manager of Flagship Fund IV GP. Each of the reporting persons except for Flagship Fund IV disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

5. Shares held by Flagship Ventures Fund IV-Rx, L.P. ("Flagship Fund IV-Rx"). Flagship Fund IV GP is the general partner of Flagship Fund IV-Rx. Dr. Afeyan is the sole manager of Flagship Fund IV GP. Each of the reporting persons except for Flagship Fund IV-Rx disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

6. Shares held by Flagship Pioneering Fund VI, L.P. ("Flagship Fund VI"). Flagship Pioneering Fund VI General Partner LLC ("Flagship Fund VI GP") is the general partner of Flagship Fund VI. Flagship Pioneering is the manager of Flagship Fund VI GP. Dr. Afeyan is the CEO, sole shareholder and director of Flagship Pioneering. Each of the reporting persons except Flagship Fund VI disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

7. Shares held by Flagship VentureLabs IV LLC ("VentureLabs IV"). Flagship Fund IV is a member of VentureLabs IV and also serves as its manager. Each of the reporting persons except VentureLabs IV disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

8. Shares held by Dr. Afeyan. Each of the reporting persons except for Dr. Afeyan disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein. Includes 12,853 shares held through a trust for the benefit of Dr. Afeyan's children. Dr. Afeyan disclaims Section 16 beneficial ownership of these shares except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares for Section 16 or any other purpose.

Remarks:

	Nutritional Health LTP Fund General Partner LLC, By: /s/ Noubar B. Afeyan, Ph.D., Name: Noubar B. Afeyan, Ph.D., Title: Manager	07/07/2022
	Nutritional Health LTP Fund, L.P., By: Nutritional Health LTP Fund General Partner LLC, its general partner, By: /s/ Noubar B. Afeyan, Ph.D., Name: Noubar B. Afeyan, Ph.D., Title: Manager	07/07/2022
	Flagship Pioneering, Inc., By: /s/ Noubar B. Afeyan, Ph.D., Name: Noubar B. Afeyan, Ph.D., Title: Chief Executive Officer	07/07/2022
	Noubar B. Afeyan, Ph.D., by: /s/ Noubar B. Afeyan, Ph.D.	07/07/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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