Forma Therapeutics (FMTX) Form 4 Forma Therapeutics Holdings, Inc., / Peter Kolchinsky 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^*

Kolchinsky Peter

(Last) (First) (Middle)

C/O RA CAPITAL MANAGEMENT, L.P.

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Forma Therapeutics Holdings, Inc., [ FMTX ]

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)
06/23/2020

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/23/2020		C		5,011,651	A	(1)	5,011,651(2)	I	See footnote(3)(4)(5)
Common Stock	06/23/2020		P		4,000,000(6)	A	$20	9,011,651(7)	I	See footnote(3)(4)(5)

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
Series D Redeemable Convertible Preferred Stock	(1)	06/23/2020		C			21,437,376	(1)	(1)	Common Stock	5,011,651(2)	(1)	0	I	See footnote(3)(4)(5)

Explanation of Responses:

1. All series of preferred stock automatically converted into the Issuer's common stock on a one-for-4.2775 basis upon the closing of the Issuer's initial public offering on June 23, 2020 and had no expiration date.

2. Includes (a) 3,216,720 shares held by RA Capital Healthcare Fund, L.P. (the "Fund"), (b) 1,252,913 shares held by RA Capital Nexus Fund, L.P. (the "Nexus Fund") and (c) 542,018 shares held by a separately managed account (the "Account").

3. RA Capital Management, L.P. (the "Adviser") is the investment manager for the Fund, the Nexus Fund and the Account. The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. The Adviser, the Adviser GP, Dr. Kolchinsky, and Mr. Shah may be deemed indirect beneficial owners of the reported securities for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the "Act").

4. They disclaim beneficial ownership of any of the reported securities for the purpose of determining whether they are subject to Section 16 of the Act, however, in reliance on Rule 16a-1(a)(1)(v) and (vii). The reporting person disclaims beneficial ownership of securities held by the Fund and the Nexus Fund for purposes of Rule 16a-1(a)(2), except to the extent of his pecuniary interest therein, and disclaims any pecuniary interest in securities held in the Account for purposes of Rule 16a-1(a)(2).

5. The filing of this Form 4 shall not be construed as an admission that either the Adviser, the Adviser GP, Dr. Kolchinsky, or Mr. Shah is or was for the purposes of Section 16(a), or otherwise, the beneficial owner of any of the securities held in the Account.

6. Includes 3,741,488 shares purchased by the Fund and 258,512 shares purchased by the Nexus Fund, in each case acquired in the Issuer's initial public offering on June 23, 2020 at a price of $20.00 per share pursuant to an underwritten public offering.

7. Includes (a) 6,958,208 shares held by the Fund, (b) 1,511,425 shares held by the Nexus Fund and (c) 542,018 shares held by the Account.

Remarks:

	/s/ Jeannette Potts, as Attorney-in-Fact	06/24/2020
	** Signature of Reporting Person	Date
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