Disc Medicine (IRON) Form 4 Gemini Therapeutics / James B. Tananbaum 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^*

Tananbaum James B.

(Last) (First) (Middle)

C/O GEMINI THERAPEUTICS, INC.

300 ONE KENDALL SQUARE, 3RD FLOOR

(Street)

CAMBRIDGE MA 02139

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Gemini Therapeutics, Inc. /DE [ GMTX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/04/2021

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								1,500,000	I	See footnote(2)(3)
Common Stock								2,928,750	I	See footnote(2)(3)
Common Stock								411,500	I	See footnote(2)(3)

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)	$3.8	10/04/2021		A		17,245		(1)	10/03/2021	Common Stock	17,245	$0.00	17,245	D

Explanation of Responses:

1. This option shall vest and become exercisable on the earlier of (a) the one (1)-year anniversary of the Grant Date and (b) the Company's next annual meeting of stockholders, in each case, so long as the Optionee continues to have a Service Relationship with the Company on such date.

2. These shares of the Issuer's common stock are held of record by FS Development Holdings, LLC ("FSD Holdings"). Foresite Capital Management V LLC ("FCM V LLC") and Foresite Capital Opportunity Management V, LLC ("FCOM V LLC") are general partners, respectively, of Foresite Capital Fund V, L.P. ("Capital Fund V L.P.") and Foresite Capital Opportunity Fund V, L.P. ("Opportunity Fund V .L.P."), the sole shareholders of FSD Holdings. Each of FCMV LLC, FCOMV LLC, Capital Fund V L.P and Opportunity Fund V L.P. disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein. James B. Tananbaum ("Dr. Tananbaum") is the sole managing member of FCM V of FCOM V and may be deemed to have sole voting and dispositive power over these shares.

3. (continued from footnote 2) Each Reporting Person disclaims the existence of a "group." Each of FCM V, FCOM V and Dr. Tananbaum disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that FCM V or Dr. Tananbaum is the beneficial owner of these shares for purposes of Section 16 or any other purpose.

Remarks:

	/s/ Jason Meyenburg, attorney-in-fact	10/06/2021
	** 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 4 (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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