Davis John C. JR Form 3 Magenta Therapeutics / JOHN C. DAVIS JR 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^*

DAVIS JOHN C. JR

(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)
Chief Medical 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)

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)	04/25/2028	Common Stock	258,713	9.49	D
Stock Option (Right to Buy)	(2)	05/08/2028	Common Stock	129,644	9.49	D
Series C Preferred Stock	(3)	(3)	Common Stock	8,304	(3)	D

Explanation of Responses:

1. 25% shall vest on February 16, 2019 with the remaining 75% vesting in 12 equal quarterly installments thereafter.

2. 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.

3. Each share of Series C Preferred Stock is convertible into shares of the Issuer's common stock, $0.001 par value per share ("Common Stock"), on a 2.58398:1 basis. Upon the closing of the Issuer's initial public offering, all shares of Series C Preferred Stock will convert into shares of Common Stock of the Issuer. The Series C Preferred Stock has no expiration date.

Remarks:

Exhibit 24.1: Power of Attorney

	/s/ Zoran Zdraveski, Attorney-in-Fact for John C. Davis, Jr.	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).
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