Cindy Driscoll Form 3 Magenta Therapeutics / Cindy Driscoll 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^*

Driscoll Cindy

(Last) (First) (Middle)

C/O MAGENTA THERAPEUTICS, INC.

50 HAMPSHIRE STREET

(Street)

CAMBRIDGE MA 02139

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/20/2018

3. Issuer Name and Ticker or Trading Symbol
Magenta Therapeutics, Inc. [ MGTA ]

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

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

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
Stock Option (Right to Buy)	(1)	09/27/2027	Common Stock	77,399	4.84	D
Stock Option (Right to Buy)	(2)	01/30/2028	Common Stock	13,235	7.71	D
Stock Option (Right to Buy)	(3)	05/08/2028	Common Stock	47,406	9.49	D

Explanation of Responses:

1. 25% shall vest on June 26, 2018 with the remaining 75% vesting over 12 equal quarterly installments thereafter.

2. This option shall vest and become exercisable in 16 equal quarterly installments beginning January 30, 2018.

3. This option shall vest and become exercisable in 48 equal monthly installments beginning on the date of effectiveness of the Issuer's Registration Statement on Form S-1.

Remarks:

Treasurer & Vice President, Finance Exhibit 24.1: Power of Attorney

	/s/ Zoran Zdraveski, Attorney-in-Fact for Cindy Driscoll	06/20/2018
	** 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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