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 |
|
1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 06/26/2018 | 3. Issuer Name and Ticker or Trading Symbol Neon Therapeutics, Inc. [ NTGN ] | |||||||||||||
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)
|
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) |
Common Stock | 0 | I | See Footnote(1) |
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 | ||||
Series A Convertible Preferred Stock | (2) | (2) | Common Stock | 0 | (2) | I | See Footnote(3) |
Series B Convertible Preferred Stock | (4) | (4) | Common Stock | 0 | (4) | I | See Footnote(3) |
Stock Option (Right to Buy) | (5) | 06/25/2028 | Common Stock | 14,000 | 16 | D |
Explanation of Responses: |
1. Third Rock Ventures III, L.P. ("TRV III") holds 400,000 shares of Common Stock of the Issuer. The reporting person is a partner of Third Rock Ventures GP III, L.P., which is the general partner of TRV III. The general partner of TRV GP III is TRV GP III, LLC ("TRV GP III LLC"). The individual managers of TRV GP III LLC are Mark Levin ("Levin"), Kevin Starr ("Starr") and Dr. Robert Tepper ("Tepper"). Each of TRV GP III, TRV GP III LLC, Levin, Starr and Tepper disclaims beneficial ownership of these shares except to the extent of its or his pecuniary interest therein, if any, and this report shall not be deemed an admission that it or he is the beneficial owner of such shares. |
2. Each share of Series A Preferred Stock is convertible into shares of the Issuer's Common Stock on a 5:1 basis. In addition, effective upon the closing of the Issuer's initial public offering, all shares of Series A Preferred Stock will convert into shares of Common Stock of the Issuer. The Series A Preferred Stock has no expiration date. |
3. TRV III holds 8,999,999 and 341,637 shares of Series A and Series B Preferred Stock of the Issuer on an as converted to Common Stock basis. The reporting person disclaims beneficial ownership over such shares, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that he is the beneficial owner of such shares. |
4. Each share of Series B Preferred Stock is convertible into shares of the Issuer's Common Stock on a 5:1 basis. In addition, effective upon the closing of the Issuer's initial public offering, all shares of Series B Preferred Stock will convert into shares of Common Stock of the Issuer. The Series B Preferred Stock has no expiration date. |
5. This option shall vest in full on the earlier to occur of the first anniversary of the date of grant or the next annual meeting, subject to continued services as a member of the Board of Directors through such vesting date. |
Remarks: |
Exhibit 24.1: Power of Attorney |
/s/ Cary G. Pfeffer | 06/26/2018 | |
** 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. |