Claudio Nessi Form 3 Morphic Holding / Richard J. Lim 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^*

Omega Fund V, L.P.

(Last) (First) (Middle)

888 BOYLSTON STREET

SUITE 1111

(Street)

BOSTON MA 02199

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/26/2019

3. Issuer Name and Ticker or Trading Symbol
Morphic Holding, Inc. [ MORF ]

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)
No securities beneficially held	0	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
Series A Preferred Stock	(1)	(1)	Common Stock	857,470	(1)	D(2)
Series B Preferred Stock	(3)	(3)	Common Stock	1,978,779	(3)	D(2)

1. Name and Address of Reporting Person^*

Omega Fund V, L.P.

(Last) (First) (Middle)

888 BOYLSTON STREET

SUITE 1111

(Street)

BOSTON MA 02199

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Omega Fund V GP, L.P.

(Last) (First) (Middle)

888 BOYLSTON STREET

SUITE 1111

(Street)

BOSTON MA 02199

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Omega Fund V GP Manager, Ltd.

(Last) (First) (Middle)

888 BOYLSTON STREET

SUITE 1111

(Street)

BOSTON MA 02199

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Lim Richard J.

(Last) (First) (Middle)

888 BOYLSTON STREET

SUITE 1111

(Street)

BOSTON MA 02199

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Nessi Claudio

(Last) (First) (Middle)

888 BOYLSTON STREET

SUITE 1111

(Street)

BOSTON MA 02199

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Paster Anne-Mari

(Last) (First) (Middle)

888 BOYLSTON STREET

SUITE 1111

(Street)

BOSTON MA 02199

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Stampacchia Otello

(Last) (First) (Middle)

888 BOYLSTON STREET

SUITE 1111

(Street)

BOSTON MA 02199

(City) (State) (Zip)

Explanation of Responses:

1. Each share of the issuer's Series A Preferred Stock will automatically convert into one share of the issuer's Common Stock immediately upon the closing of the issuer's initial public offering ("IPO") and has no expiration date.

2. Otello Stampacchia, a director of the issuer, Richard Lim, Claudio Nessi and Anne-Mari Paster are the directors of Omega Fund V GP Manager, Ltd. ("Omega Manager"), which is the sole general partner of Omega Fund GP, L.P. ("Omega GP"), which is the sole general partner of Omega Fund V, L.P. ("Omega L.P."). Such individuals may be deemed to share voting and dispositive power over the shares held by Omega L.P. Such individuals, together with Omega GP and Omega Manager, disclaim beneficial ownership of the shares held by Omega L.P. except to the extent of their respective pecuniary interest therein.

3. Each share of the issuer's Series B Preferred Stock will automatically convert into one share of the issuer's Common Stock immediately upon the closing of the issuer's IPO and has no expiration date.

	By Omega Fund V, L.P., by Omega Fund GP, L.P., its general partner, by Omega Fund V GP Manager, Ltd., its general partner, /s/ Anne-Mari Paster, Director	06/26/2019
	By Omega Fund GP, L.P., its general partner, by Omega Fund V GP Manager, Ltd., its general partner, /s/ Anne-Mari Paster, Director	06/26/2019
	By Omega Fund V GP Manager, Ltd., its general partner, /s/ Anne-Mari Paster, Director	06/26/2019
	/s/ Anne-Mari Paster, attorney-in-fact for Richard J. Lim	06/26/2019
	/s/ Claudio Nessi	06/26/2019
	/s/ Anne-Mari Paster	06/26/2019
	/s/ Anne-Mari Paster, attorney-in-fact for Otello Stampacchia	06/26/2019
	** Signature of Reporting Person	Date
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