SQZ Biotechnologies (SQZB) Form 3 SQZ Biotechnologies / HOWARD PHD MD BERNSTEIN ownership change

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^*

BERNSTEIN HOWARD PHD MD

(Last) (First) (Middle)

200 ARSENAL YARDS BLVD, SUITE 210

(Street)

WATERTOWN MA 02472

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/29/2020

3. Issuer Name and Ticker or Trading Symbol
SQZ Biotechnologies Co [ SQZ ]

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

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

5. 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 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	59,470	D

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
Stock Option	(1)	10/18/2026	Common Stock	44,226	1.81	D
Stock Option	(2)	03/04/2028	Common Stock	13,174	2.02	D
Stock Option	(3)	11/06/2028	Common Stock	94,006	4.59	D
Stock Option	(4)	02/18/2029	Common Stock	47,385	4.59	D
Stock Option	(5)	02/26/2030	Common Stock	26,325	7.92	D

Explanation of Responses:

1. The option vests and becomes exercisable as to 25% of the underlying securities on October 11, 2017 and in 36 equal monthly installments thereafter.

2. The option vests and becomes exercisable as to 25% of the underlying securities on January 23, 2019 and in 36 equal monthly installments thereafter.

3. The option vests and becomes exercisable as to 25% of the underlying securities on October 29, 2019 and in 36 equal monthly installments thereafter.

4. The option vests and becomes exercisable as to 25% of the underlying securities on February 1, 2020 and in 36 equal monthly installments thereafter.

5. The option vests and becomes exercisable as to 25% of the underlying securities on February 18, 2021 and in 36 equal monthly installments thereafter.

Remarks:

Exhibit 24 - Power of Attorney.

	/s/ Lawrence Knopf, Attorney-in-Fact for Howard Bernstein	10/29/2020
	** 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.
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