Praveen P. Tipirneni Form 3 Morphic Holding / Praveen P. Tipirneni 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^*

Tipirneni Praveen P.

(Last) (First) (Middle)

C/O MORPHIC HOLDING, INC.

35 GATEHOUSE DRIVE, A2

(Street)

WALTHAM MA 02451

(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)

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

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)
Common Stock	630,916(1)	I	By The Praveen P. Tipirneni Irrevocable Trust of 2019(2)

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 Seed Preferred Stock	(3)	(3)	Common Stock	45,558	(3)	I	By The Praveen P. Tipirneni Irrevocable Trust of 2019(2)
Stock Option (right to buy Common Stock)	(4)	12/14/2028	Common Stock	463,458	4.32	D

Explanation of Responses:

1. Certain of the shares are subject to the issuer's right of repurchase if underlying vesting conditions are not met.

2. These securities are held of record by Sonali N. Shah, Trustee of The Praveen P. Tipirneni Irrevocable Trust of 2019. The reporting person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.

3. Each share of the issuer's Series Seed 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 and has no expiration date.

4. The option vests as to 2.0833% of the total shares monthly, beginning January 14, 2019, with 100% of the total shares vested and exercisable on December 14, 2022, subject to the reporting person's provision of service to the issuer on each vesting date.

	/s/ Robert Farrell as attorney-in-fact for Praveen P. Tipirneni	06/26/2019
	** 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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