FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Polaris Venture Management Co. VI, L.L.C.
2. Issuer Name and Ticker or Trading Symbol

Editas Medicine, Inc. [ EDIT ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

ONE MARINA PARK DRIVE, 10TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

11/23/2016
(Street)

BOSTON, MA 02210
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   11/23/2016     S    21480   (1) D $15.71   (2) 4002144   I   See Footnote   (3)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  Represents 20,294 shares disposed of by Polaris Venture Partners VI, L.P. ("PVP VI") and 1,186 shares disposed of by Polaris Venture Partners Founders' Fund VI, L.P ("PVPFF VI").
( 2)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.70 to $15.84, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (2) to this Form 4.
( 3)  3,781,185 of these shares are owned directly by PVP VI and 220,959 of the shares are owned by PVPFF VI (together with PVP VI, the "Polaris Funds"). Polaris Venture Management Co. VI, L.L.C. ("Polaris Management") is the general partner of each of the Polaris Funds. Kevin Bitterman, a member of the Board of Directors of the Issuer, has an assignee interest in Polaris Management. Each of Polaris Management and Mr. Bitterman disclaim beneficial ownership of all the shares owned by the Polaris Funds and this report shall not be deemed an admission that either is the beneficial owner of such shares for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interests therein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Polaris Venture Management Co. VI, L.L.C.
ONE MARINA PARK DRIVE, 10TH FLOOR
BOSTON, MA 02210

X

Polaris Venture Partners VI, L.P.
ONE MARINA PARK DRIVE, 10TH FLOOR
BOSTON, MA 02210

X

Polaris Venture Partners Founders' Fund VI, L.P.
ONE MARINA PARK DRIVE, 10TH FLOOR
BOSTON, MA 02210

X


Signatures
/s/ Max Eisenberg, Attorney-in-Fact for Polaris Venture Partners VI, L.P. 11/28/2016
** Signature of Reporting Person Date

/s/ Max Eisenberg, Attorney-in-Fact for Polaris Venture Partners Founders' Fund VI, L.P. 11/28/2016
** Signature of Reporting Person Date

/s/ Max Eisenberg, Attorney-in-Fact for Polaris Venture Management Co. VI, L.L.C. 11/28/2016
** 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 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).
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 control number.
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