Metacrine (MTCR) Form 3 Metacrine / Trisha Millican 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^*

Millican Trisha

(Last) (First) (Middle)

C/O METACRINE, INC.

3985 SORRENTO VALLEY BLVD., SUITE C

(Street)

SAN DIEGO CA 92121

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/15/2020

3. Issuer Name and Ticker or Trading Symbol
Metacrine, Inc. [ MTCR ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial 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	41,033	D
Common Stock	57,445	I	By trust(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	9,803	(2)	I	By trust(1)
Employee Stock Option (Right to Buy)	(3)	04/25/2028	Common Stock	70,588	1.13	D
Employee Stock Option (Right to Buy)	(4)	07/12/2028	Common Stock	74,117	3.01	D
Employee Stock Option (Right to Buy)	(5)	05/23/2030	Common Stock	78,430	6.63	D

Explanation of Responses:

1. Millican Family Trust, dated March 10, 2016

2. Every 5.1 shares of Series A Convertible Preferred Stock (the "Preferred Stock") are convertible into 1 share of Common Stock upon the closing of the Issuer's initial public offering. Share numbers give effect to such conversion. The Preferred Stock has no expiration date.

3. 25% of the shares subject to the stock option vested and became exercisable on March 19, 2019, and the remaining shares shall vest in 36 equal monthly installments thereafter on the 19th of each month.

4. The shares subject to the stock option shall vest in 48 equal monthly installments from the Vesting Commencement Date of July 1, 2018.

5. 25% of the shares subject to the stock option shall vest one year after the Vesting Commencement Date of May 24, 2020, and the remaining shares shall vest in equal monthly installments thereafter.

Remarks:

	/s/ Catherine C. Lee, Attorney-in-fact	09/15/2020
	** 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).
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