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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 08/01/2022 | 3. Issuer Name and Ticker or Trading Symbol Foghorn Therapeutics Inc. [ FHTX ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) 08/03/2022 | ||||||||||||||
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) |
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 Options (Right to buy) | (1) | 01/25/2032 | Common Stock | 75,000(2) | 14.87 | D | |
Stock Options (Right to buy) | (3) | 01/27/2031 | Common Stock | 50,000 | 16.63 | D | |
Stock Options (Right to buy) | (4) | 08/18/2030 | Common Stock | 59,459 | 8.77 | D | |
Stock Options (Right to buy) | (5) | 02/13/2029 | Common Stock | 9,459(2) | 3.72 | D | |
Stock Options (Right to buy)(6) | (7) | 02/13/2029 | Common Stock | 89,189 | 3.72 | D | |
Stock Options (Right to buy) | (8) | (8) | Common Stock | 0.00(8) | 0.73 | D |
Explanation of Responses: |
1. The option vests as to 25% of the underlying shares of common stock on January 26, 2023, and thereafter at a rate of 6.25% of the underlying shares on the first day of each calendar quarter until the option is fully vested. |
2. This Form 3/A is being filed to correct the number of stock options that were reported as being beneficially owned in the Form 3 filed on August 3, 2022 (the "Original Form 3"). |
3. The option vests as to 25% of the underlying shares of common stock on January 28, 2022, and thereafter at a rate of 6.25% of the underlying shares on the first day of each calendar quarter until the option is fully vested. |
4. The option vests as to 25% of the underlying shares of common stock on August 17, 2021, and thereafter at a rate of 6.25% of the underlying shares on the first day of each calendar quarter until the option is fully vested. |
5. The option vests as to 25% of the underlying shares of common stock on January 30, 2020, and thereafter at a rate of 6.25% of the underlying shares on the first day of each calendar quarter until the option is fully vested. |
6. This Form 3/A is being filed to include these stock options that are held by the reporting person and which were inadvertently omitted from the Original Form 3. |
7. The option vests as to 25% of the underlying shares of common stock on August 29, 2019, and thereafter at a rate of 6.25% of the underlying shares on the first day of each calendar quarter until the option is fully vested. |
8. Due to an administrative error, the Original Form 3 incorrectly reported beneficial ownership of 5,575 stock options with an expiration date of March 27, 2028. |
Remarks: |
Due to an administrative error, the vesting schedule of each of the awards set forth in Table II was incorrectly described in the Original Form 3. This Form 3/A includes the corrected vesting schedule for each such award. This Form 3/A is also being filed to include the Reporting Person's Power of Attorney as Exhibit 24. |
/s /Allan Reine, M.D., Attorney-in-Fact | 09/09/2022 | |
** 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. |