Omega Therapeutics (OMGA) Form 3 Omega Therapeutics / Thomas McCauley 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^*

McCauley Thomas

(Last) (First) (Middle)

C/O OMEGA THERAPEUTICS, INC.

20 ACORN PARK DRIVE

(Street)

CAMBRIDGE MA 02140

(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	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Scientific 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	21,176	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)	09/16/2029	Common Stock	273,720	0.6	D
Stock Option (Right to Buy)	(2)	03/28/2031	Common Stock	186,617	5.67	D

Explanation of Responses:

1. The options vest and become exercisable with respect to 25% of the underlying shares on July 29, 2020 and in equal quarterly installments thereafter such that the option will become fully vested and exercisable on July 29, 2023, subject to the Reporting Person's continued service to the Issuer through each vesting date.

2. The options vest and become exercisable with respect to 25% of the underlying shares on March 26, 2022 and in equal quarterly installments thereafter such that the option will become fully vested and exercisable on March 26, 2025, subject to the Reporting Person's continued service to the Issuer through each vesting date.

Remarks:

Exhibit 24 - Power of Attorney.

	/s/ Barbara Chan as Attorney-in-fact for Thomas McCauley, Ph.D.	07/29/2021
	** 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.