FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *

LUDLAM WILLIAM

2. Date of Event Requiring Statement (MM/DD/YYYY)
3/22/2018 

3. Issuer Name and Ticker or Trading Symbol

CHIASMA, INC [CHMA]

(Last)        (First)        (Middle)

C/O CHIASMA, INC., 460 TOTTEN POND ROAD SUITE 530

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
See Remarks /

(Street)

WALTHAM, MA 02451       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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

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


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   5124   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy)     (1) 9/10/2025   Common Stock   14084   $28.40   D    
Stock Option (Right to Buy)     (1) 9/10/2025   Common Stock   45916   $28.40   D    
Stock Option (Right to Buy)     (2) 2/10/2026   Common Stock   969   $9.93   D    
Stock Option (Right to Buy)     (2) 2/10/2026   Common Stock   14531   $9.93   D    
Stock Option (Right to Buy)     (3) 10/25/2026   Common Stock   25003   $2.60   D    
Stock Option (Right to Buy)     (3) 10/25/2026   Common Stock   74997   $2.60   D    
Stock Option (Right to Buy)     (4) 2/23/2028   Common Stock   52011   $1.52   D    
Stock Option (Right to Buy)     (5) 2/23/2028   Common Stock   18189   $1.52   D    

Explanation of Responses:
(1)  This option vests over a four-year period at a rate of twenty-five percent (25%) on August 26, 2016 and 36 equal monthly installments thereafter.
(2)  This option vests over a four-year period at a rate of twenty-five percent (25%) on February 10, 2017 and in 12 equal quarterly installments thereafter.
(3)  This option vests over a four-year period at a rate of twenty-five percent (25%) on October 25, 2017 and in 12 equal quarterly installments thereafter.
(4)  This option vests over a four-year period in 16 equal quarterly installments, the first such installment vesting on May 23, 2018.
(5)  This option vests as follows: (i) 40% of such award will be earned upon FDA acceptance of a new drug application ("NDA") for Mycapssa, of which amount 50% will be immediately vested and 50% will vest upon the one year anniversary of such acceptance; and (ii) 60% of such award will be earned upon FDA approval of such NDA, of which amount 50% will be immediately vested and 50% will vest upon the one year anniversary of such approval.

Remarks:
Title: Senior Vice President, Clinical and Medical Affairs

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
LUDLAM WILLIAM
C/O CHIASMA, INC.
460 TOTTEN POND ROAD SUITE 530
WALTHAM, MA 02451


See Remarks

Signatures
/s/ William Ludlam 4/2/2018
** 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 5(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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