Sebastian Bernales Form 3 Metagenomi / Sebastian Bernales 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^*

Bernales Sebastian

(Last)

(First)

(Middle)

C/O METAGENOMI, INC.

5959 HORTON STREET, 7TH FLOOR

(Street)

EMERYVILLE

94608

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/08/2024

3. Issuer Name and Ticker or Trading Symbol
Metagenomi, Inc. [ MGX ]

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

X	Director	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)

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	256,841	D
Common Stock	402,496	I	By Praxis Biotech LLC⁽¹⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A-2 Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	202,074	⁽²⁾	D
Series A-3 Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	68,520	⁽²⁾	D
Series A-4 Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	242,410	⁽²⁾	D
Series A-4 Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	1,180,592	⁽²⁾	I	By Humboldt Fund I, LP⁽³⁾
Series B Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	654,816	⁽²⁾	I	By Humboldt Fund I, LP⁽³⁾
Series B-1 Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	61,037	⁽²⁾	I	By Humboldt Fund I, LP⁽³⁾

Explanation of Responses:

1. Represents securities held directly by Praxis Biotech LLC. The Reporting Person disclaims Section 16 beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of any of the reported securities for purposes of Section 16 or any other purpose.

2. Each share of Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock, Series B Preferred Stock, and Series B-1 Preferred Stock (collectively, the "Preferred Stock") is convertible into Common Stock on a one-for-one basis (on an adjusted basis, after giving effect to the reverse stock split of the Common Stock at a ratio of 1 to 1.74692 effected by the Issuer on January 26, 2024) at the option of the holder, and will convert automatically upon closing of the Issuer's initial public offering into the number of shares shown in column 3. The Preferred Stock has no expiration date.

3. Represents securities held directly by Humboldt Fund I, LP. Humboldt Fund I, LP is solely managed by Humboldt Capital, LLC, which is in turn managed by Sebastian Bernales, Francisco Dopazo and Benjamin Quiroga. Each of Mr. Bernales, Dopazo and Quiroga expressly disclaims beneficial ownership of the securities held by Humboldt Fund I, LP, except to the extent of his pecuniary interest in such securities.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Matthew L. Wein, attorney-in-fact	02/08/2024
	** 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.

Sebastian Bernales Form 3Metagenomi / Sebastian Bernales ownership change