Omega Therapeutics (OMGA) Form 3 Omega Therapeutics / International S.C.A. Artal 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^*

Invus Public Equities, L.P.

(Last) (First) (Middle)

750 LEXINGTON AVENUE 30TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/29/2021

3. Issuer Name and Ticker or Trading Symbol
Omega Therapeutics, Inc. [ OMGA ]

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
Series C Convertible Preferred Stock	(1)	(1)	Common Stock	1,323,530	(1)	D(2)(3)

1. Name and Address of Reporting Person^*

Invus Public Equities, L.P.

(Last) (First) (Middle)

750 LEXINGTON AVENUE 30TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Artal Treasury Ltd

(Last) (First) (Middle)

P.O. BOX 165

SUITE 4, BOROUGH HOUSE, RUE DU PRE

(Street)

ST. PETER PORT Y7 GYI 3JJ

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Artal International S.C.A.

(Last) (First) (Middle)

VALLEY PARK, 44,

RUE DE LA VALLEE

(Street)

LUXEMBOURG N4 L-2661

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Artal International Management S.A.

(Last) (First) (Middle)

VALLEY PARK, 44,

RUE DE LA VALLEE

(Street)

LUXEMBOURG N4 L-2661

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Artal Group S.A.

(Last) (First) (Middle)

VALLEY PARK, 44,

RUE DE LA VALLEE

(Street)

LUXEMBOURG N4 L-2661

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Westend S.A.

(Last) (First) (Middle)

VALLEY PARK, 44,

RUE DE LA VALLEE

(Street)

LUXEMBOURG N4 L-2661

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Wittouck Amaury

(Last) (First) (Middle)

VALLEY PARK, 44,

RUE DE LA VALLEE

(Street)

LUXEMBOURG N4 L-2661

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Stichting Administratiekantoor Westend

(Last) (First) (Middle)

CLAUDE DEBUSSYLAAN, 46

1082 MD AMSTERDAM

(Street)

THE NETHERLANDS P7

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Invus Public Equities Advisors, LLC

(Last) (First) (Middle)

750 LEXINGTON AVENUE 30TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Explanation of Responses:

1. The shares of Issuer's preferred stock have no expiration date and are convertible at the holder's election into Issuer's common stock at a conversion ratio of 1-to-0.264706. The preferred stock will automatically convert into shares of the Issuer's common stock, for no additional consideration, upon the closing of the Issuer's initial public offering.

2. The shares are held directly by Invus Public Equities, L.P. The general partner of Invus Public Equities, L.P. is Invus Public Equities Advisors, LLC. Artal Treasury Ltd is the managing member of Invus Public Equities Advisors, LLC. Artal Treasury Ltd is a wholly owned subsidiary of the Geneva branch of Artal International S.C.A. The managing partner of Artal International S.C.A. is Artal International Management S.A., which is a wholly owned subsidiary of Artal Group S.A. Westend S.A. is the parent company of Artal Group, S.A., and the majority stockholder of Westend S.A. is Stichting Administratiekantoor Westend ("Stichting").

3. (Continued from Footnote 2) Mr. Amaury Wittouck is the sole member of the board of Stichting. Each of the Reporting Persons, other than Invus Public Equities L.P., disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such reporting person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Exchange Act, each of the reporting persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Exchange Act or for any other purpose.

Remarks:

	Invus Public Equities, L.P., By: Invus Public Equities Advisors, LLC, its General Partner, By: /s/ Raymond Debbane, President	07/29/2021
	Invus Public Equities Advisors, LLC, By: /s/ Raymond Debbane, President	07/29/2021
	Artal Treasury Ltd, By: /s/ Keith Le Poidevin, Director	07/29/2021
	Artal International S.C.A., By: Artal International Management S.A., its Managing Partner, By: /s/ Anne Goffard, Managing Director	07/29/2021
	Artal International Management S.A., By: /s/ Anne Goffard, Managing Director	07/29/2021
	Artal Group S.A., By: /s/ Anne Goffard, Authorized Person	07/29/2021
	Westend S.A., By: /s/ Anne Goffard, Director	07/29/2021
	Stichting Administratiekantoor Westend, By: /s/ Amaury Wittouck, Sole Member of the Board	07/29/2021
	/s/ Amaury Wittouck	07/29/2021
	** Signature of Reporting Person	Date
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