Foghorn Therapeutics (FHTX) Form 3 Initial statement of insider ownership

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^*

Flagship Pioneering Fund VII General Partner LLC

(Last) (First) (Middle)

55 CAMBRIDGE PARKWAY, SUITE 800E

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/22/2024

3. Issuer Name and Ticker or Trading Symbol
Foghorn Therapeutics Inc. [ FHTX ]

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
Pre-Funded Warrants to purchase Common Stock	(1)	(1)	Common Stock	1,814,915(1)	0.0001	I	By Flagship Pioneering Fund VII, L.P.(2)

1. Name and Address of Reporting Person^*

Flagship Pioneering Fund VII General Partner LLC

(Last) (First) (Middle)

55 CAMBRIDGE PARKWAY, SUITE 800E

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Flagship Pioneering Fund VII, L.P.

(Last) (First) (Middle)

55 CAMBRIDGE PARKWAY, SUITE 800E

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

Explanation of Responses:

1. On May 22, 2024, pursuant to an underwritten public offering by the Issuer, Flagship Pioneering Fund VII, L.P. ("Flagship Fund VII") acquired pre-funded warrants (the "Pre-Funded Warrants") to purchase 1,814,915 shares of Common Stock at a purchase price of $5.5099 per Pre-Funded Warrant. The Pre-Funded Warrants are immediately exercisable and do not have an expiration date; however, a holder of Pre-Funded Warrants may not exercise the Pre-Funded Warrant if the holder, together with its affiliates, would beneficially own more than 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise.

2. Securities held by Flagship Fund VII. Flagship Pioneering Fund VII General Partner LLC ("Flagship Fund VII GP") is the general partner of Flagship Fund VII. Flagship Pioneering, Inc. ("Flagship Pioneering") is the manager of Flagship Fund VII GP. Noubar B. Afeyan, Ph.D. is the CEO and sole stockholder of Flagship Pioneering. Each of the reporting persons except Flagship Fund VII disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.

	Flagship Pioneering Fund VII General Partner LLC, By: Flagship Pioneering, Inc., its manager, By: /s/ Noubar B. Afeyan, PhD., Chief Executive Officer	05/24/2024
	Flagship Pioneering Fund VII, L.P., By: Flagship Pioneering Fund VII General Partner LLC, its general partner, By: Flagship Pioneering, Inc., its manager, By: /s/ Noubar B. Afeyan, PhD., Chief Executive Officer	05/24/2024
	** Signature of Reporting Person	Date
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