12/15/2025 | Press release | Distributed by Public on 12/15/2025 08:00
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to Buy) | $10.90 | 12/11/2025 | M(1) | 23,853 | (5) | 02/23/2026 | Common Stock | 23,853 | $ 0 | 0 | I | By Flagship Pioneering, Inc.(2) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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AFEYAN NOUBAR C/O FLAGSHIP PIONEERING, INC. 55 CAMBRIDGE PARKWAY, SUITE 800E CAMBRIDGE, MA 02142 |
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| Noubar B. Afeyan, Ph.D. By: /s/ Noubar B. Afeyan, Ph.D. | 12/15/2025 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | On December 11, 2025, Flagship Pioneering, Inc. ("Flagship Pioneering") exercised options to purchase 23,853 shares of the Issuer's Common Stock at $10.90 per share, which options were set to expire on February 23, 2026. |
| (2) | The securities are held directly by Flagship Pioneering. Flagship Pioneering is contractually obligated to transfer and/or remit the proceeds of any sale of shares to Flagship Fund IV, L.P. ("Flagship Fund IV"). The reporting person is the CEO and sole stockholder of Flagship Pioneering and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
| (3) | The securities are held directly by Flagship Fund IV. Flagship Ventures Fund IV General Partner LLC ("Flagship Fund IV GP") is the general partner of Flagship Fund IV. The reporting person is the sole manager of Flagship Fund IV GP and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
| (4) | The securities are held directly by Flagship Ventures Fund IV-Rx, L.P. ("Flagship Fund IV-Rx"). Flagship Fund IV GP is the general partner of Flagship Fund IV-Rx. The reporting person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
| (5) | The options were fully vested and exercisable. |