Metagenomi, Inc. Common Stock (MGX) Form 3 Metagenomi / AKTIENGESELLSCHAFT BAYER 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^*

BAYER HEALTHCARE LLC

(Last) (First) (Middle)

100 BAYER BOULEVARD

(Street)

WHIPPANY NJ 07981

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/08/2024

3. Issuer Name and Ticker or Trading Symbol
Metagenomi, Inc. [ MGX ]

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

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)

	Form filed by One Reporting Person
X	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
Series A-1 Convertible Preferred Stock	(1)	(1)	Common Stock	1,770,888	(1)	D(2)
Series A-4 Convertible Preferred Stock	(3)	(3)	Common Stock	1,180,592	(3)	D(2)
Series B Convertible Preferred Stock	(4)	(4)	Common Stock	589,662	(4)	D(2)
Series B-1 Convertible Preferred Stock	(5)	(5)	Common Stock	509,855	(5)	D(2)

1. Name and Address of Reporting Person^*

BAYER HEALTHCARE LLC

(Last) (First) (Middle)

100 BAYER BOULEVARD

(Street)

WHIPPANY NJ 07981

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Bayer US Holding LP

(Last) (First) (Middle)

100 BAYER BOULEVARD

(Street)

WHIPPANY NJ 07981

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Bayer World Investments B.V.

(Last) (First) (Middle)

SIRIUSDREEF 36

(Street)

HOOFDDORP P7 2132WT

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BAYER AKTIENGESELLSCHAFT

(Last) (First) (Middle)

BAYERWERK, GEBAEUDE W11

KAISER-WILHELM-ALLEE 1

(Street)

LEVERKUSEN 2M 51373

(City) (State) (Zip)

Explanation of Responses:

1. Each share of Series A-1 Convertible Preferred Stock will automatically convert into shares of common stock upon the closing of the Issuer's Initial Public Offering ("IPO"). Each share of Series A-1 Convertible Preferred Stock has no expiration date.

2. The securities reported are held directly by Bayer HealthCare LLC, a Delaware limited liability company, which is controlled by Bayer US Holding LP ("BUSH LP"), a Delaware limited partnership. Bayer World Investments B.V. ("BWI"), a Dutch private limited company, is the general partner of BUSH LP. BWI is an indirect, wholly owned subsidiary of Bayer Aktiengesellschaft, a publicly-held German stock corporation. Accordingly, Bayer Aktiengesellschaft may be deemed to be an indirect beneficial owner of the shares beneficially owned directly by Bayer HealthCare LLC.

3. Each share of Series A-4 Convertible Preferred Stock will automatically convert into shares of common stock upon the closing of the Issuer's IPO. Each share of Series A-4 Convertible Preferred Stock has no expiration date.

4. Each share of Series B Convertible Preferred Stock will automatically convert into shares of common stock upon the closing of the Issuer's IPO. Each share of Series B Convertible Preferred Stock has no expiration date.

5. Each share of Series B-1 Convertible Preferred Stock will automatically convert into shares of common stock upon the closing of the Issuer's IPO. Each share of Series B-1 Convertible Preferred Stock has no expiration date.

	Bayer HealthCare LLC, By:/s/ Priyal Patel, Name: Priyal Patel, Title: Treasurer	02/15/2024
	Bayer US Holding LP, By: /s/ Priyal Patel, Name: Priyal Patel, Title: Treasurer	02/15/2024
	Bayer World Investments B.V., By: /s/ Kati Schnuerer, Name: Kati Schunerer, Title: Managing Director	02/15/2024
	Bayer Aktiengesellschaft, By: /s/ Thomas Hoffman, Name: Thomas Hoffman, Title: Head of Treasury	02/15/2024
	** Signature of Reporting Person	Date
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