Biomea Fusion (BMEA) Form 4 Biomea Fusion / Thomas Andrew Butler 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

Butler Thomas Andrew

(Last) (First) (Middle)

C/O BIOMEA FUSION, INC.

726 MAIN STREET

(Street)

REDWOOD CITY CA 94063

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Biomea Fusion, Inc. [ BMEA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/04/2021

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								228,470	I	See Footnote(1)
Common Stock								252,320	I	See Footnote(2)
Common Stock								4,365,342	I	See Footnote(3)
Common Stock								310,736	D

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)	$9.8	12/04/2021		A		305,400		(4)	12/03/2031	Common Stock	305,400	$0	305,400	D

Explanation of Responses:

1. The shares are held directly by Point Sur Investors Fund I, LP ("Point Sur LP"). The General Partner of Point Sur LP is Point Sur Investors LLC. Rainer M Erdtmann and Thomas Butler are the managing members of Point Sur Investors, LLC and as such have voting and dispositive power over the securities held by Point Sur LP. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

2. The shares are held directly by Point Sur Investors, LLC. Rainer M Erdtmann and Thomas Butler are the managing members of Point Sur Investors, LLC and as such have voting and dispositive power over the securities held by Point Sur Investors, LLC. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

3. The shares are held directly by Biomea Health, LLC. Rainer M. Erdtmann and Thomas Butler each hold 50% ownership of Biomea Health LLC. Rainer M Erdtmann and Thomas Butler are managing members of Biomea Health, LLC and as such have voting and dispositive power over the securities held by Biomea Health LLC. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

4. The option shall vest and become exercisable in quarterly installments over four years, subject to the Reporting Person's continued service to the Issuer through each vesting date.

	/s/ Franco Valle as Attorney-in-fact for Thomas Andrew Butler	12/07/2021
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.