Flagship Pioneering, LLC's Form 4 filing
Omega Therapeutics, Inc.OMGA · filed Aug 5, 2021
- Accession no.
- 0000899243-21-031797
- Filed
- Aug 5, 2021, 5:43 PM ET
- Trade date
- Aug 3, 2021
- Filing delay
- 2 days
- Rule 10b5-1 plan
- Not on the form (before 2023)
This filing lists 9 non-derivative transactions and 11 derivative transactions. Open-market purchases total $20.0M. It was filed 2 days after the trade.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Flagship Pioneering, LLCCIK 0001400240 | 10% Owner |
| Flagship Ventures Fund V, L.P.CIK 0001627639 | 10% Owner |
| Flagship Ventures Fund V General Partner LLCCIK 0001724575 | 10% Owner |
| Flagship V VentureLabs Rx Fund, L.P.CIK 0001724939 | 10% Owner |
| Flagship VentureLabs V LLCCIK 0001724959 | 10% Owner |
| Flagship VentureLabs V Manager LLCCIK 0001768987 | 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Aug 3, 2021 | Common Stock | CConversionAcquired | +1,088,470 | –F1 | – | 1,088,470 | Indirect | Duplicate filing |
| Aug 3, 2021 | Common Stock | CConversionAcquired | +5,896,386 | –F1 | – | 5,896,386 | Indirect | Duplicate filing |
| Aug 3, 2021 | Common Stock | CConversionAcquired | +8,396,825 | –F1 | – | 8,396,825 | Indirect | Duplicate filing |
| Aug 3, 2021 | Common Stock | PPurchaseAcquired | +220,588 | $17.00 | +$3,749,996 | 8,617,413 | Indirect | Duplicate filing |
| Aug 3, 2021 | Common Stock | CConversionAcquired | +970,588 | –F1 | – | 970,588 | Indirect | Duplicate filing |
| Aug 3, 2021 | Common Stock | CConversionAcquired | +4,852,943 | –F1 | – | 4,852,943 | Indirect | Duplicate filing |
| Aug 3, 2021 | Common Stock | PPurchaseAcquired | +661,764 | $17.00 | +$11,249,988 | 5,514,707 | Indirect | Duplicate filing |
| Aug 3, 2021 | Common Stock | CConversionAcquired | +1,323,529 | –F1 | – | 1,323,529 | Indirect | Duplicate filing |
| Aug 3, 2021 | Common Stock | PPurchaseAcquired | +294,117 | $17.00 | +$4,999,989 | 1,617,646 | Indirect | Duplicate filing |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Aug 3, 2021 | Common Stock | CConversionDisposed | −1,088,470 | –F1 | – | 0 | Indirect | Duplicate filing |
| Aug 3, 2021 | Common Stock | CConversionDisposed | −5,896,386 | –F1 | – | 0 | Indirect | Duplicate filing |
| Aug 3, 2021 | Common Stock | CConversionDisposed | −7,249,767 | –F1 | – | 0 | Indirect | Duplicate filing |
| Aug 3, 2021 | Common Stock | CConversionDisposed | −794,118 | –F1 | – | 0 | Indirect | Duplicate filing |
| Aug 3, 2021 | Common Stock | CConversionDisposed | −705,882 | –F1 | – | 0 | Indirect | Duplicate filing |
| Aug 3, 2021 | Common Stock | CConversionDisposed | −176,470 | –F1 | – | 0 | Indirect | Duplicate filing |
| Aug 3, 2021 | Common Stock | CConversionDisposed | −3,529,413 | –F1 | – | 0 | Indirect | Duplicate filing |
| Aug 3, 2021 | Common Stock | CConversionDisposed | −882,353 | –F1 | – | 0 | Indirect | Duplicate filing |
| Aug 3, 2021 | Common Stock | CConversionDisposed | −441,176 | –F1 | – | 0 | Indirect | Duplicate filing |
| Aug 3, 2021 | Common Stock | CConversionDisposed | −1,323,530 | –F1 | – | 0 | Indirect | Duplicate filing |
| Aug 3, 2021 | Common Stock | CConversionDisposed | −441,176 | –F1 | – | 0 | Indirect | Duplicate filing |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
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.
Referenced by the price of 6 transactions in Table I and 11 transactions in Table II.
Remarks
Due to the limitations of the electronic filing system, each of Flagship Pioneering Fund VI General Partner LLC, Flagship Pioneering Fund VI, L.P., Flagship Pioneering Special Opportunities Fund II, L.P., Flagship Pioneering Special Opportunities Fund II General Partner LLC, Nutritional Health LTP Fund, L.P., Nutritional Health LTP Fund General Partner LLC, FPN General Partner LLC, FPN, L.P. and Noubar Afeyan are filing a separate Form 4. Each Form 4 will be filed by Designated Filer Flagship Pioneering, Inc.