| 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*
(Street)
| 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)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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) | |||||||
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| 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). | ||
| ** 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. | ||
