Flagship Pioneering Inc. - Jul 29, 2021 Form 3 Insider Report for Omega Therapeutics, Inc. (OMGA)

Role
Director, 10%+ Owner
Signature
Flagship Pioneering, Inc., By: /s/ Noubar B. Afeyan, Director
Stock symbol
OMGA
Transactions as of
Jul 29, 2021
Transactions value $
$0
Form type
3
Date filed
7/29/2021, 09:00 PM
Next filing
Aug 5, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding OMGA Common Stock 2.2M Jul 29, 2021 See Footnotes F1, F9, F10, F11

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding OMGA Series A Convertible Preferred Stock Jul 29, 2021 Common Stock 1.09M See Footnotes F2, F3, F9, F10, F11
holding OMGA Series A Convertible Preferred Stock Jul 29, 2021 Common Stock 5.9M See Footnotes F2, F4, F9, F10, F11
holding OMGA Series A Convertible Preferred Stock Jul 29, 2021 Common Stock 7.25M See Footnotes F2, F5, F9, F10, F11
holding OMGA Series A Convertible Preferred Stock Jul 29, 2021 Common Stock 794K See Footnotes F2, F6, F9, F10, F11
holding OMGA Series B Convertible Preferred Stock Jul 29, 2021 Common Stock 706K See Footnotes F2, F5, F9, F10, F11
holding OMGA Series B Convertible Preferred Stock Jul 29, 2021 Common Stock 176K See Footnotes F2, F6, F9, F10, F11
holding OMGA Series B Convertible Preferred Stock Jul 29, 2021 Common Stock 3.53M See Footnotes F2, F7, F9, F10, F11
holding OMGA Series B Convertible Preferred Stock Jul 29, 2021 Common Stock 882K See Footnotes F2, F8, F9, F10, F11
holding OMGA Series C Convertible Preferred Stock Jul 29, 2021 Common Stock 441K See Footnotes F2, F5, F9, F10, F11
holding OMGA Series C Convertible Preferred Stock Jul 29, 2021 Common Stock 1.32M See Footnotes F2, F7, F9, F10, F11
holding OMGA Series C Convertible Preferred Stock Jul 29, 2021 Common Stock 441K See Footnotes F2, F8, F9, F10, F11
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents shares held directly by Flagship VentureLabs V, LLC ("VentureLabs V").
F2 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.
F3 Represents shares held directly by Flagship V VentureLabs Rx Fund, L.P. ("Flagship Fund V Rx").
F4 Represents shares held directly by Flagship Ventures Fund V, L.P. ("Flagship Fund V").
F5 Represents shares held directly by Flagship Pioneering Fund VI, L.P. ("Flagship Pioneering VI").
F6 Represents shares held directly by Nutritional Health LTP Fund, L.P. ("Nutritional LTP").
F7 Represents shares held directly by Flagship Pioneering Special Opportunities Fund II, L.P. ("Flagship Opportunities Fund II").
F8 Represents shares held directly by FPN, L.P. ("FPN Fund").
F9 Flagship Fund V is a member of VentureLabs V. VentureLabs V Manager LLC ("VentureLabs V Manager") is the manager of VentureLabs V. Flagship Pioneering, Inc. ("Flagship Pioneering") is the manager of VentureLabs V Manager. The General Partner of Flagship Fund V and Flagship Fund V Rx is Flagship Ventures Fund V General Partner LLC ("Flagship V GP"). The General Partner of Flagship Pioneering VI is Flagship Pioneering Fund VI General Partner LLC ("Flagship Pioneering VI GP"). The General Partner of Flagship Opportunities Fund II is Flagship Pioneering Special Opportunities Fund II General Partner LLC ("Flagship Opportunities Fund II GP").
F10 (continued from above) The general partner of FPN Fund is FPN General Partner LLC ("FPN GP"). The manager of Flagship Pioneering VI GP, Flagship Opportunities Fund II GP, and FPN GP is Flagship Pioneering. The general partner of Nutritional LTP is Nutritional Health LTP Fund General Partner LLC ("Nutritional LTP GP" and, together with VentureLabs V Manager, Flagship Pioneering, Flagship V GP, Flagship Pioneering VI GP, Flagship Opportunities Fund II GP and FPN GP, the "Flagship General Partners").
F11 (continued from above) Noubar B. Afeyan, Ph.D. ("Dr. Afeyan") is the sole director of Flagship Pioneering and may be deemed to have beneficial ownership of all the shares held by VentureLabs V, Flagship Pioneering VI, Flagship Opportunities Fund II and FPN Fund. In addition, Dr. Afeyan serves as the sole manager of Flagship V GP and is the sole member and manager of Nutritional LTP GP and may be deemed to have beneficial ownership of all the shares held by Flagship Fund V, Flagship Fund V Rx and Nutritional LTP. None of the Flagship General Partners nor Dr. Afeyan directly own any of the shares held by the Flagship Funds, and each of the Flagship General Partners and Dr. Afeyan disclaims beneficial ownership of such shares except to the extent of its or his pecuniary interest therein.

Remarks:

Due to the limitations of the electronic filing system, each of Flagship Ventures Fund V General Partner LLC, Flagship V VentureLabs RX Fund, L.P., Flagship Ventures Fund V, L.P., Flagship VentureLabs V Manager LLC and Flagship VentureLabs V LLC are filing a separate Form 3. Each Form 3 will be filed by Designated Filer Flagship Pioneering, Inc.