Morningside Venture Investments Ltd's Form 4/A amendment
AmendedGreenLight Biosciences Holdings, PBCGRNA · filed Mar 17, 2022
- Accession no.
- 0000899243-22-011429
- Filed
- Mar 17, 2022, 5:11 PM ET
- Trade date
- Feb 2, 2022
- Filing delay
- 43 days
- Rule 10b5-1 plan
- Not on the form (before 2023)
- Original filed
- Feb 4, 2022
This filing lists 2 non-derivative transactions and 2 derivative transactions. It was filed 43 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 |
|---|---|
| Morningside Venture Investments LtdCIK 0001543112 | 10% Owner |
| Mvil, LLCCIK 0001914583 | 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the 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 |
|---|---|---|---|---|---|---|---|---|
| Feb 2, 2022 | Common Stock | CConversionDisposed | −12,857,931 | $0.00F4 | $0 | 0 | Direct | |
| Feb 2, 2022 | Common Stock | CConversionDisposed | −1,000,000 | $10.00 | −$10,000,000 | 0 | Direct |
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
In connection with the closing of the Issuer's business combination transaction, all Class A Common Stock converted into the same number of shares of the Issuer's Common Stock without payment or further consideration. The Class A Common Stock had no expiration date.
Referenced by the price of 2 transactions in Table I.
- F2
Frances Anne Elizabeth Richard, Jill Marie Franklin, Peter Stuart Allenby Edwards and Cheung Ka Ho are the directors of Morningside Venture Investments Limited ("Morningside") and share voting and dispositive power with respect to the securities held by Morningside and MVIL, LLC ("MVIL LLC"), Morningside's wholly-owned subsidiary. Cheng Yee Wing Betty and Wong See Wai are the managers of MVIL LLC and share voting and dispositive power with respect to the securities held by MVIL LLC. Ms. Richard, Ms. Franklin, Mr. Edwards and Mr. Cheung each disclaim beneficial ownership of the securities owned by Morningside and MVIL LLC. Ms. Cheng and Mr. Wong each disclaim ownership of the securities owned by MVIL LLC.
- F3
Represent shares held by MVIL LLC.
- F4
Represent shares of Class A Common Stock received in exchange for shares of GreenLight BioSciences, Inc. ("Greenlight") in connection with the business combination transaction of the Issuer. This amendment corrects the number of shares of Class A Common Stock received by Morningside upon conversion of Greenlight shares into Class A Common Stock of the Issuer. The previous number of 12,858,188 has been revised to 12,857,936.
Referenced by the price of 1 transaction in Table II.
Remarks
The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Securities Exchange Act of 1934.