DeVaul William Form 4 Morphic Holding / William DeVaul ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DeVaul William

(Last) (First) (Middle)

C/O MORPHIC HOLDING, INC.

35 GATEHOUSE DRIVE, A2

(Street)

WALTHAM MA 02451

(City) (State) (Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
General Counsel and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2020

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/01/2020		M		2,283	A	$4.32	4,783(1)	D
Common Stock	07/01/2020		S(2)		1,448	D	$26.1533(3)	3,335	D
Common Stock	07/01/2020		S(2)		835	D	$27.1409(4)	2,500	D
Common Stock	07/02/2020		M		5,400	A	$4.32	7,900	D
Common Stock	07/02/2020		S(2)		5,400	D	$26.5061(5)	2,500	D
Common Stock	07/06/2020		M		2,200	A	$4.32	4,700	D
Common Stock	07/06/2020		S(2)		2,200	D	$25.8791(6)	2,500	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy Common Stock)	$4.32	07/01/2020		M			2,283	(7)	12/14/2028	Common Stock	2,283	$0.00	191,571	D
Stock Option (right to buy Common Stock)	$4.32	07/02/2020		M			5,400	(7)	12/14/2028	Common Stock	5,400	$0.00	186,171	D
Stock Option (right to buy Common Stock)	$4.32	07/06/2020		M			2,200	(7)	12/14/2028	Common Stock	2,200	$0.00	183,971	D

Explanation of Responses:

1. Includes 2,500 shares of Common Stock acquired under the issuer's employee stock purchase plan on March 2, 2020.

2. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.84 to $26.675 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.94 to $27.565 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

5. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.83 to $26.805 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

6. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.53 to $26.27 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

7. The option vests as to 2.0833% of the total shares monthly, beginning October 30, 2018, with 100% of the total shares vested and exercisable on September 30, 2022, subject to the reporting person's provision of service to the issuer on each vesting date.

Remarks:

	/s/ Robert Farrell as attorney-in-fact for William DeVaul	07/06/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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