Exter Neil Form 3 Decibel Therapeutics / Neil Exter 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^*

Exter Neil

(Last) (First) (Middle)

C/O DECIBEL THERAPEUTICS, INC.

1325 BOYLSTON STREET, SUITE 500

(Street)

BOSTON MA 02215

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/11/2021

3. Issuer Name and Ticker or Trading Symbol
Decibel Therapeutics, Inc. [ DBTX ]

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

X	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)

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)

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 Preferred Stock	(1)	(1)	Common Stock	2,938,945	(1)	I	See footnote(4)
Series C Preferred Stock	(2)	(2)	Common Stock	98,929	(2)	I	See footnote(4)
Series D Preferred Stock	(3)	(3)	Common Stock	54,642	(3)	I	See footnote(4)

Explanation of Responses:

1. The Series A Preferred Stock is convertible into common stock on a 15.529-for-1 basis into the number of shares of common stock shown in Column 3 without payment of further consideration at the holder's election or upon closing of the initial public offering of the Issuer's common stock. The shares have no expiration date.

2. The Series C Preferred Stock is convertible into common stock on a 12.6352-for-1 basis into the number of shares of common stock shown in Column 3 without payment of further consideration at the holder's election or upon closing of the initial public offering of the Issuer's common stock. The shares have no expiration date.

3. The Series D Preferred Stock is convertible into common stock on a 5.3-for-1 basis into the number of shares of common stock shown in Column 3 without payment of further consideration at the holder's election or upon closing of the initial public offering of the Issuer's common stock. The shares have no expiration date.

4. Held of record by Third Rock Ventures III, L.P. ("TRV III"). The Reporting Person is a partner of Third Rock Ventures GP III, L.P., which is the general partner of TRV III. 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.

Remarks:

Exhibit Index: 24.1 Power of Attorney

	/s/ Ronald Vigliotta, Attorney-in-Fact	02/11/2021
	** 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).
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