Disc Medicine (IRON) Form 3 Gemini Therapeutics / Scott Lauder 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^*

Lauder Scott

(Last) (First) (Middle)

C/O GEMINI THERAPEUTICS, INC.

300 ONE KENDALL SQUARE, 3RD FLOOR

(Street)

CAMBRIDGE, MA 02139

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/05/2021

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

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

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

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	104,622	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)	08/27/2028	Common Stock	68,354	1.2846	D
Stock Option (Right to Buy)	(2)	03/10/2030	Common Stock	16,347	2.5234	D
Stock Option (Right to Buy)	(3)	10/15/2030	Common Stock	21,136	7.616	D

Explanation of Responses:

1. Stock option to purchase common stock issued as merger consideration pursuant to the Agreement and Plan of Merger by and among Gemini Therapeutics Inc., FS Development Corp., FSG Merger Sub Inc. and Shareholder Representative Services LLC, dated as of October 15, 2020 (the "Merger Agreement"). This option shall vest and become exercisable in 16 equal quarterly installments commencing at the end of the three month period immediately following the Vesting Commencement Date, November 5, 2017; provided the Optionee continues to have a Service Relationship with the Company on each vesting date. Notwithstanding anything in the Agreement to the contrary, in the case of a Sale Event, this Stock Option and the Shares shall be treated as provided in Section 3(c) of the Plan; provided, however, 100% of the then-unvested Shares shall vest and be exercisable immediately upon a Sale Event.

2. Stock option to purchase common stock issued as merger consideration pursuant to the Merger Agreement. This option shall vest and become exercisable over a period of four years from the Vesting Start Date, March 11, 2020 with 25% vesting on the one year anniversary of the Vesting Start Date, and the remainder vesting over a period of 36 months thereafter, provided that as of each such date the Grantee remains in a business relationship with the Company.

3. Stock option to purchase common stock issued as merger consideration pursuant to the Merger Agreement. This option shall vest and become exercisable 25% shall vest on the one year anniversary of the Vesting Start Date, October 16, 2020, and the remainder shall vest over a period of 36 months thereafter, provided that as of each such vesting date the Grantee remains in a business relationship with the Company.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Jason Meyenburg, attorney-in-fact	02/09/2021
	** 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 5 (b)(v).
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