Omega Therapeutics Form 4 / NOUBAR AFEYAN 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^*

Flagship Pioneering Inc.

(Last)

(First)

(Middle)

55 CAMBRIDGE PARKWAY, SUITE 800

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/03/2021

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/03/2021		C		1,088,470	A	⁽¹⁾	1,088,470	I	See Footnotes⁽²⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾
Common Stock	08/03/2021		C		5,896,386	A	⁽¹⁾	5,896,386	I	See Footnotes⁽³⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾
Common Stock	08/03/2021		C		8,396,825	A	⁽¹⁾	8,396,825	I	See Footnotes⁽⁴⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾
Common Stock	08/03/2021		P		220,588	A	$17	8,617,413	I	See Footnotes⁽⁴⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾
Common Stock	08/03/2021		C		970,588	A	⁽¹⁾	970,588	I	See Footnotes⁽⁵⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾
Common Stock	08/03/2021		C		4,852,943	A	⁽¹⁾	4,852,943	I	See Footnotes⁽⁶⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾
Common Stock	08/03/2021		P		661,764	A	$17	5,514,707	I	See Footnotes⁽⁶⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾
Common Stock	08/03/2021		C		1,323,529	A	⁽¹⁾	1,323,529	I	See Footnotes⁽⁷⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾
Common Stock	08/03/2021		P		294,117	A	$17	1,617,646	I	See Footnotes⁽⁷⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾
Common Stock								2,197,059	I	See Footnotes⁽⁸⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	⁽¹⁾	08/03/2021		C			4,112,000	⁽¹⁾	⁽¹⁾	Common Stock	1,088,470	⁽¹⁾	0	I	See Footnotes⁽²⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾
Series A Convertible Preferred Stock	⁽¹⁾	08/03/2021		C			22,275,232	⁽¹⁾	⁽¹⁾	Common Stock	5,896,386	⁽¹⁾	0	I	See Footnotes⁽³⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾
Series A Convertible Preferred Stock	⁽¹⁾	08/03/2021		C			27,388,000	⁽¹⁾	⁽¹⁾	Common Stock	7,249,767	⁽¹⁾	0	I	See Footnotes⁽⁴⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾
Series A Convertible Preferred Stock	⁽¹⁾	08/03/2021		C			3,000,000	⁽¹⁾	⁽¹⁾	Common Stock	794,118	⁽¹⁾	0	I	See Footnotes⁽⁵⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾
Series B Convertible Preferred Stock	⁽¹⁾	08/03/2021		C			2,666,667	⁽¹⁾	⁽¹⁾	Common Stock	705,882	⁽¹⁾	0	I	See Footnotes⁽⁴⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾
Series B Convertible Preferred Stock	⁽¹⁾	08/03/2021		C			666,667	⁽¹⁾	⁽¹⁾	Common Stock	176,470	⁽¹⁾	0	I	See Footnotes⁽⁵⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾
Series B Convertible Preferred Stock	⁽¹⁾	08/03/2021		C			13,333,333	⁽¹⁾	⁽¹⁾	Common Stock	3,529,413	⁽¹⁾	0	I	See Footnotes⁽⁶⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾
Series B Convertible Preferred Stock	⁽¹⁾	08/03/2021		C			3,333,333	⁽¹⁾	⁽¹⁾	Common Stock	882,353	⁽¹⁾	0	I	See Footnotes⁽⁷⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾
Series C Convertible Preferred Stock	⁽¹⁾	08/03/2021		C			1,666,667	⁽¹⁾	⁽¹⁾	Common Stock	441,176	⁽¹⁾	0	I	See Footnotes⁽⁴⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾
Series C Convertible Preferred Stock	⁽¹⁾	08/03/2021		C			5,000,000	⁽¹⁾	⁽¹⁾	Common Stock	1,323,530	⁽¹⁾	0	I	See Footnotes⁽⁶⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾
Series C Convertible Preferred Stock	⁽¹⁾	08/03/2021		C			1,666,666	⁽¹⁾	⁽¹⁾	Common Stock	441,176	⁽¹⁾	0	I	See Footnotes⁽⁷⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾

1. Name and Address of Reporting Person^*

Flagship Pioneering Inc.

(Last)

(First)

(Middle)

55 CAMBRIDGE PARKWAY, SUITE 800

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Flagship Pioneering Fund VI General Partner LLC

(Last)

(First)

(Middle)

55 CAMBRIDGE PARKWAY, SUITE 800

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Flagship Pioneering Fund VI, L.P.

(Last)

(First)

(Middle)

55 CAMBRIDGE PARKWAY, SUITE 800

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Flagship Pioneering Special Opportunities Fund II, L.P.

(Last)

(First)

(Middle)

55 CAMBRIDGE PARKWAY, SUITE 800

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Flagship Pioneering Special Opportunities Fund II General Partner LLC

(Last)

(First)

(Middle)

55 CAMBRIDGE PARKWAY, SUITE 800

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Nutritional Health LTP Fund, L.P.

(Last)

(First)

(Middle)

55 CAMBRIDGE PARKWAY, SUITE 800

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Nutritional Health LTP Fund General Partner LLC

(Last)

(First)

(Middle)

55 CAMBRIDGE PARKWAY, SUITE 800

(Street)

CAMBRIDGE

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

FPN General Partner LLC

(Last)

(First)

(Middle)

GENERAL PARTNER, LLC

55 CAMBRIDGE PARKWAY, SUITE 800

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

FPN, L.P.

(Last)

(First)

(Middle)

GENERAL PARTNER, LLC

55 CAMBRIDGE PARKWAY, SUITE 800

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

AFEYAN NOUBAR

(Last)

(First)

(Middle)

C/O OMEGA THERAPEUTICS, INC.

20 ACORN PARK DRIVE

(Street)

CAMBRIDGE

02140

(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. Represents shares held directly by Flagship V VentureLabs Rx Fund, L.P. ("Flagship Fund V Rx").

3. Represents shares held directly by Flagship Ventures Fund V, L.P. ("Flagship Fund V").

4. Represents shares held directly by Flagship Pioneering Fund VI, L.P. ("Flagship Pioneering VI").

5. Represents shares held directly by Nutritional Health LTP Fund, L.P. ("Nutritional LTP").

6. Represents shares held directly by Flagship Pioneering Special Opportunities Fund II, L.P. ("Flagship Opportunities Fund II")

7. Represents shares held directly by FPN, L.P. ("FPN Fund").

8. Represents shares held directly by Flagship VentureLabs V, LLC ("VentureLabs V").

9. Flagship Fund V is a member of VentureLabs V. VentureLabs V Manager LLC ("VentureLabs V Manager") is the manager of VentureLabs V. Flagship Pioneering, Inc. ("Flagship Pioneering") is the manager of VentureLabs V Manager. The General Partner of Flagship Fund V and Flagship Fund V Rx is Flagship Ventures Fund V General Partner LLC ("Flagship V GP"). The General Partner of Flagship Pioneering VI is Flagship Pioneering Fund VI General Partner LLC ("Flagship Pioneering VI GP"). The General Partner of Flagship Opportunities Fund II is Flagship Pioneering Special Opportunities Fund II General Partner LLC ("Flagship Opportunities Fund II GP").

10. (continued from above) The general partner of FPN Fund is FPN General Partner LLC ("FPN GP"). The manager of Flagship Pioneering VI GP, Flagship Opportunities Fund II GP, and FPN GP is Flagship Pioneering. The general partner of Nutritional LTP is Nutritional Health LTP Fund General Partner LLC ("Nutritional LTP GP" and, together with VentureLabs V Manager, Flagship Pioneering, Flagship V GP, Flagship Pioneering VI GP, Flagship Opportunities Fund II GP and FPN GP, the "Flagship General Partners").

11. (continued from above) Noubar B. Afeyan, Ph.D. ("Dr. Afeyan") is the sole director of Flagship Pioneering and may be deemed to have beneficial ownership of all the shares held by VentureLabs V, Flagship Pioneering VI, Flagship Opportunities Fund II and FPN Fund. In addition, Dr. Afeyan serves as the sole manager of Flagship V GP and is the sole member and manager of Nutritional LTP GP and may be deemed to have beneficial ownership of all the shares held by Flagship Fund V, Flagship Fund V Rx and Nutritional LTP. None of the Flagship General Partners nor Dr. Afeyan directly own any of the shares held by the Reporting Persons, and each of the Flagship General Partners and Dr. Afeyan disclaims beneficial ownership of such shares except to the extent of its or his pecuniary interest therein.

Remarks:

Due to the limitations of the electronic filing system, each of Flagship Ventures Fund V General Partner LLC, Flagship V VentureLabs RX Fund, L.P., Flagship Ventures Fund V, L.P., Flagship VentureLabs V Manager LLC and Flagship VentureLabs V LLC are filing a separate Form 4. Each Form 4 will be filed by Designated Filer Flagship Pioneering, Inc.

	Flagship Pioneering, Inc., By: /s/ Noubar B. Afeyan, Director	08/05/2021
	Flagship Pioneering Fund VI General Partner LLC, By: Flagship Pioneering, Inc., its Manager, By: /s/ Noubar B. Afeyan, Director	08/05/2021
	Flagship Pioneering Fund VI, L.P., By: Flagship Pioneering Fund VI General Partner LLC, its general partner, By: Flagship Pioneering, Inc., its Manager, By: /s/ Noubar B. Afeyan, Director	08/05/2021
	Flagship Pioneering Special Opportunities Fund II, L.P., By: Flagship Pioneering, Inc. its manager, By: /s/ Noubar B. Afeyan Ph.D., CEO	08/05/2021
	Flagship Pioneering Special Opportunities Fund II General Partner LLC, By: /s/ Noubar B. Afeyan Ph.D., Manager	08/05/2021
	Nutritional Health LTP Fund, L.P., By: Nutritional Health LTP Fund General Partner LLC, its general partner, By: /s/ Noubar B. Afeyan, Ph.D., Manager	08/05/2021
	Nutritional Health LTP Fund General Partner LLC, By: /s/ Noubar B. Afeyan, Ph.D., Manager	08/05/2021
	FPN, L.P., By: FPN General Partner LLC, its general partner, By: Flagship Pioneering, Inc., its manager, By: /s/ Noubar B. Afeyan, Ph.D., its Chief Executive Officer	08/05/2021
	FPN General Partner LLC, By: Flagship Pioneering, Inc., its manager, By: /s/ Noubar B. Afeyan, Ph.D., its Chief Executive Officer	08/05/2021
	/s/ Noubar B. Afeyan, Ph.D.	08/05/2021
	** 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.

Omega Therapeutics (OMGA) Form 4Omega Therapeutics / NOUBAR AFEYAN ownership change