Morningside Venture Investments Form 3 Initial statement of insider ownership

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^*

Morningside Venture Investments Ltd

(Last) (First) (Middle)

C/O THC MANAGEMENT SERVICES S.A.M.

3-5 AVENUE DES CITRONNIERS

(Street)

MONACO O9 MC 98000

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/02/2022

3. Issuer Name and Ticker or Trading Symbol
GreenLight Biosciences Holdings, PBC [ GRNA ]

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

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

5. 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 Beneficially Owned
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)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Class A Common Stock	(1)	(1)	Common Stock	12,857,931	(1)	D(2)
Class A Common Stock	(1)	(1)	Common Stock	1,000,000	(1)	D(2)(3)

1. Name and Address of Reporting Person^*

Morningside Venture Investments Ltd

(Last) (First) (Middle)

C/O THC MANAGEMENT SERVICES S.A.M.

3-5 AVENUE DES CITRONNIERS

(Street)

MONACO O9 MC 98000

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MVIL, LLC

(Last) (First) (Middle)

C/O 22ND FLOOR, HANG LUNG CENTRE

2-20 PATERSON ST.

(Street)

CAUSEWAY BAY, HONG KONG K3

(City) (State) (Zip)

Explanation of Responses:

1. The shares of Class A common stock automatically convert into the same number of shares of the Issuer's Common Stock without payment or further consideration in connection with the closing of the Issuer's business combination transaction. The Class A Common Stock has no expiration date.

2. Frances Anne Elizabeth Richard, Jill Marie Franklin, Peter Stuart Allenby Edwards and Cheung Ka Ho are the directors of Morningside and share voting and dispositive power with respect to the securities held by Morningside Venture Investments Limited ("Morningside") and MVIL, LLC ("MVIL LLC"), Morningside's wholly-owned subsidiary. Ms. Richard, Ms. Franklin, Mr. Edwards and Mr. Cheung each disclaim ownership of the securities owned by Morningside and MVIL LLC. Cheng Yee Wing Betty and Wong See Wai are the managers of MVIL and share voting and dispositive power with respect to the securities held by MVIL LLC. Ms. Cheng and Mr. Wong each disclaim ownership of the securities owned by MVIL LLC.

3. Represent shares held by MVIL, LLC.

Remarks:

The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Securities Exchange Act of 1934.

	/s/ Frances Anne Elizabeth Richards, for Morningside Venture Investments Limited	03/17/2022
	/s/ Chen Yee Wing Betty, for MVIL LLC	03/17/2022
	** 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).
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