SQZ Biotechnologies (SQZB) Form 3 SQZ Biotechnologies / Management Co. VII, L.L.C. Polaris 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^*

Polaris Management Co. VII, L.L.C.

(Last) (First) (Middle)

ONE MARINA PARK DRIVE, 10TH FLOOR

(Street)

BOSTON MA 02210

(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	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
Series A Convertible Preferred Stock	(1)	(1)	Common Stock	30,392	(1)	I	See footnotes(2)(3)
Series A Convertible Preferred Stock	(1)	(1)	Common Stock	434,476	(1)	I	See footnotes(3)(4)
Series B Convertible Preferred Stock	(1)	(1)	Common Stock	59,454	(1)	I	See footnotes(2)(3)
Series B Convertible Preferred Stock	(1)	(1)	Common Stock	849,872	(1)	I	See footnotes(3)(4)
Series C Convertible Preferred Stock	(1)	(1)	Common Stock	46,458	(1)	I	See footnotes(2)(3)
Series C Convertible Preferred Stock	(1)	(1)	Common Stock	664,097	(1)	I	See footnotes(3)(4)
Series D Convertible Preferred Stock	(1)	(1)	Common Stock	25,690	(1)	I	See footnotes(2)(3)
Series D Convertible Preferred Stock	(1)	(1)	Common Stock	367,207	(1)	I	See footnotes(3)(4)

1. Name and Address of Reporting Person^*

Polaris Management Co. VII, L.L.C.

(Last) (First) (Middle)

ONE MARINA PARK DRIVE, 10TH FLOOR

(Street)

BOSTON MA 02210

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Polaris Entrepreneurs' Fund VII, L.P.

(Last) (First) (Middle)

ONE MARINA PARK DRIVE, 10TH FLOOR

(Street)

BOSTON MA 02210

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Polaris Partners VII, L.P.

(Last) (First) (Middle)

ONE MARINA PARK DRIVE, 10TH FLOOR

(Street)

BOSTON MA 02210

(City) (State) (Zip)

Explanation of Responses:

1. The Issuer's preferred stock is convertible into common stock on a 1.053 for 1 basis at the holder's election and will automatically convert upon closing of the initial public offering of the Issuer's common stock. The shares have no expiration date.

2. These shares are held of record by Polaris Entrepreneurs' Fund VII, L.P. ("EF VII"). Polaris Management Co. VII, L.L.C. ("PMC VII") is the general partner of EF VII. David Barrett, Brian Chee, Amir Nashat and Bryce Youngren (the "Managing Members") are the managing members of PMC VII. Amy Schulman ("Ms. Schulman"), a member of the Issuer's board of directors, holds an interest in PMC VII.

3. Each of the Managing Members and Ms. Schulman, in their respective capacities with respect to PMC VII, may be deemed to have shared investment, voting and dispositive power over these shares. Each of PMC VII, the Managing Members and Ms. Schulman disclaim beneficial ownership of these shares and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.

4. These shares are held of record by Polaris Partners VII, L.P ("PP VII"). PMC VII is the general partner of PP VII. The Managing Members are the managing members of PMC VII. Ms. Schulman, a member of the Issuer's board of directors, holds an interest in PMC VII.

Remarks:

This Form 3 does not include certain shares held by LS Polaris Innovation Fund, L.P. ("LSPIF"). Ms. Schulman, a member of the Issuer's board of directors, is the sole managing member of LS Polaris Innovation Fund GP, L.L.C. ("LSPIF GP"), the general partner of LSPIF, and files her own Section 16 reports. The shares held by LSPIF are reported in Ms. Schulman's Section 16 reports. LSPIF is a specialized affiliate fund of Polaris Partners and, through its general partner, LSPIF GP, is under separate management and control from PP VII and PEF VII.

	Polaris Management Co. VII, L.L.C., /s/ Lauren Crockett, Attorney-in-fact for Polaris Management Co. VII, L.L.C.	10/29/2020
	Polaris Entrepreneurs' Fund VII, L.P., /s/ Lauren Crockett, Attorney-in-fact for Polaris Entrepreneurs' Fund VII, L.P.	10/29/2020
	Polaris Partners VII, L.P., /s/ Lauren Crockett, Attorney-in-fact for Polaris Partners VII, L.P.	10/29/2020
	** Signature of Reporting Person	Date
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