Initial Statement of Beneficial Ownership (3)
June 01 2022 - 7:01PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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
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1. Name and Address of Reporting Person
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Flagship Pioneering Fund VII General Partner LLC |
2. Date of Event Requiring Statement (MM/DD/YYYY)
5/27/2022
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3. Issuer Name and Ticker or Trading Symbol
Evelo Biosciences, Inc. [EVLO]
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(Last)
(First)
(Middle)
55 CAMBRIDGE PARKWAY, SUITE 800E |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director ___X___ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Street)
CAMBRIDGE, MA 02142
(City)
(State)
(Zip)
| 5. 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
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Table I - Non-Derivative Securities Beneficially Owned
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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 | 13698630 (1) | I | By Flagship Pioneering Fund VII, L.P. (2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
Explanation of Responses: |
(1) | On May 27, 2022, Flagship Pioneering Fund VII, L.P. ("Flagship Fund VII") acquired 13,698,630 shares of the Issuer's Common Stock in registered direct offering at a price of $1.46 per share. |
(2) | Shares held by Flagship Fund VII. Flagship Pioneering Fund VII General Partner LLC ("Flagship Fund VII GP") is the general partner of Flagship Fund VII. Flagship Pioneering, Inc. ("Flagship Pioneering") is the manager of Flagship Fund VII GP. Noubar B. Afeyan, Ph.D. ("Dr. Afeyan") is the Chief Executive Officer, director and sole stockholder of Flagship Pioneering. Each of Flagship Fund VII GP, Flagship Pioneering and Dr. Afeyan disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Flagship Pioneering Fund VII General Partner LLC 55 CAMBRIDGE PARKWAY, SUITE 800E CAMBRIDGE, MA 02142 |
| X |
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Flagship Pioneering Fund VII, L.P. 55 CAMBRIDGE PARKWAY, SUITE 800E CAMBRIDGE, MA 02142 |
| X |
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Signatures
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Flagship Pioneering Fund VII General Partner LLC, By: Flagship Pioneering, Inc., its manager, By: /s/ Noubar B. Afeyan, Name: Noubar B. Afeyan, Ph.D., Title: Chief Executive Officer | | 6/1/2022 |
**Signature of Reporting Person | Date |
Flagship Pioneering Fund VII, L.P., By: Flagship Pioneering Fund VII General Partner LLC, its general partner, By: Flagship Pioneering, Inc., its manager, By: /s/ Noubar B. Afeyan, Name: Noubar B. Afeyan, Ph.D., Title: Chief Executive Officer | | 6/1/2022 |
**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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