Beam Therapeutics Form 3 / ROBERT NELSEN 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^*

NELSEN ROBERT

(Last)

(First)

(Middle)

8755 W. HIGGINS ROAD, SUITE 1025

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/05/2020

3. Issuer Name and Ticker or Trading Symbol
Beam Therapeutics Inc. [ BEAM ]

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

X	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)

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A-1 Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	1,338,000	⁽²⁾	I	See footnote⁽¹⁾
Series A-1 Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	1,338,000	⁽²⁾	I	See footnote⁽³⁾
Series A-2 Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	2,750,336	⁽²⁾	I	See footnote⁽¹⁾
Series A-2 Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	2,750,335	⁽²⁾	I	See footnote⁽³⁾
Series B Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	33,184	⁽²⁾	I	See footnote⁽¹⁾
Series B Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	33,184	⁽²⁾	I	See footnote⁽³⁾

Explanation of Responses:

1. The shares are held by ARCH Venture Fund IX, L.P. ("ARCH IX"). The Reporting Person is a managing director of ARCH Venture Partners IX, LLC, the sole general partner of ARCH Venture Partners IX, L.P., which is the sole general partner of ARCH IX, and shares voting and investment control with respect to shares held by ARCH IX. The Reporting Person may be deemed to beneficially own the shares held by ARCH IX, and the Reporting Person disclaims ownership of such shares, except to the extent of his pecuniary interest therein.

2. Each share of Series A-1 Convertible Preferred Stock, Series A-2 Convertible Preferred Stock and Series B Convertible Preferred Stock (collectively, the "Preferred Stock") is convertible into shares of common stock at any time at the holder's election and automatically upon the consummation of a qualified public offering of the registrant, for no additional consideration. There is no expiration date for the Preferred Stock.

3. The shares are directly held by ARCH Venture Fund IX Overage, L.P. ("ARCH Overage"). The Reporting Person is a managing director of ARCH Venture Partners IX, LLC, the sole general partner of ARCH Venture Partners IX Overage, L.P. ("Overage GPLP"), which is the sole general partner of ARCH Overage, and shares voting and investment control with respect to shares held by ARCH Overage. The Reporting Person disclaims ownership of such shares, except to the extent of his pecuniary interest therein.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	By: /s/ Christine Bellon, Attorney-in-Fact	02/05/2020
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Beam Therapeutics (BEAM) Form 3Beam Therapeutics / ROBERT NELSEN ownership change