Shane Maltbie Form 3 Axcella Health / Shane Maltbie 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^*

Maltbie Shane

(Last) (First) (Middle)

C/O AXCELLA HEALTH INC.

840 MEMORIAL DRIVE

(Street)

CAMBRIDGE MA 02139

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/21/2019

3. Issuer Name and Ticker or Trading Symbol
Axcella Health Inc. [ AXLA ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
See Remarks

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	4,071	D

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)	03/29/2026	Common Stock	21,037	7.57	D
Stock Option (Right to Buy)	(2)	06/01/2026	Common Stock	5,428	7.57	D
Stock Option (Right to Buy)	(3)	04/26/2028	Common Stock	10,179	6.21	D
Stock Option (Right to Buy)	(4)	03/01/2029	Common Stock	27,144	13.83	D

Explanation of Responses:

1. 25% of this option vested and became exercisable on October 19, 2016, with the remainder vesting in 12 equal quarterly installments thereafter.

2. 25% of this option vested and became exercisable on March 25, 2017, with the remainder vesting in 12 equal quarterly installments thereafter.

3. 25% of this option vested and became exercisable on April 2, 2019, with the remainder vesting in 12 equal quarterly installments thereafter.

4. 25% of this option shall vest and become exercisable on March 1, 2020, with the remainder vesting in 12 equal quarterly installments thereafter.

Remarks:

Title: Interim Principal Accounting Officer Exhibit 24 - Power of Attorney

	/s/ Shane A. Maltbie	08/29/2019
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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