Amylyx Pharmaceuticals (AMLX) Form 4 Change in insider ownership

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Morningside Venture Investments Ltd

(Last) (First) (Middle)

C/O THC MGMT SERVICES SAM 2ND FL LE PRIN

DE GALLES, 3-5 AVE DES CITRONNIERS

(Street)

MONACO O9 MC 98000

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Amylyx Pharmaceuticals, Inc. [ AMLX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/06/2022

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/11/2022		C		10,415,650	A	(1)	10,415,650	D(2)(3)
Common Stock	01/11/2022		P		263,158	A	$19	10,678,808	D(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(1)	01/11/2022		C			1,409,035	(1)	(1)	Common Stock	1,409,035	$0.00	0	D(2)
Series B Preferred Stock	(1)	01/11/2022		C			6,410,964	(1)	(1)	Common Stock	6,410,964	$0.00	0	D(2)
Series C-1 Preferred Stock	(1)	01/11/2022		C			974,107	(1)	(1)	Common Stock	974,107	$0.00	0	D(2)
Series C-2 Preferred Stock	(1)	01/11/2022		C			1,621,544	(1)	(1)	Common Stock	1,621,544	$0.00	0	D(2)(3)

Explanation of Responses:

1. Upon the closing of the Issuer's initial public offering, all shares of Series A, Series B, Series C-1 and Series C-2 Preferred Stock (the "Preferred Stock") automatically converted into the number of shares of the Issuer's Common Stock shown in column 4 of Table I without payment or further consideration. The Preferred Stock had no expiration date.

2. Frances Anne Elizabeth Richard, Jill Marie Franklin, Peter Stuart Allenby Edwards and Cheung Ka Ho, are the directors of Morningside and share voting and dispositive power with respect to the securities held by Morningside Venture Investments Limited ("Morningside") and MVIL, LLC ("MVIL LLC"), Morningside's wholly-owned subsidiary. Cheng Yee Wing and Wong See Wai are the managers of MVIL LLC and share voting and dispositive power with respect to the securities held by MVIL LLC. Ms. Cheng and Mr. Wong each disclaim ownership of the securities owned by MVIL LLC.

3. The shares of Series C-2 Preferred Stock and the Common Stock received upon conversion of the C-2 Preferred Stock are held by MVIL LLC.

Remarks:

	/s/ Frances Anne Elizabeth Richard, for Morningside Venture Investments Limited	01/25/2022
	** Signature of Reporting Person	Date
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