SEC Form 4: Flagship Ventures Fund Iv General Partner Llc bought $17,029,366 worth of shares (10,383,760 units at $1.64)
$AXLA
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Axcella Health Inc. [ AXLA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/13/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 | 10/13/2022 | P(1) | 2,743,902 | A | $1.64 | 11,344,305 | I | By Flagship Ventures Fund IV, L.P.(2) | ||
| Common Stock | 10/13/2022 | P(3) | 2,757,333 | A | $1.64 | 14,101,638 | I | By Flagship Ventures Fund IV, L.P.(2) | ||
| Common Stock | 10/13/2022 | P(1) | 914,634 | A | $1.64 | 5,380,500 | I | By Flagship Ventures Opportunities I, L.P.(4) | ||
| Common Stock | 10/13/2022 | P(3) | 919,111 | A | $1.64 | 6,299,611 | I | By Flagship Ventures Opportunities I, L.P.(4) | ||
| Common Stock | 10/13/2022 | P(1) | 3,048,780 | A | $1.64 | 3,048,780 | I | By FPA, L.P.(5) | ||
| Common Stock | 2,004,657 | I | By Flagship Ventures Fund IV-Rx, L.P.(6) | |||||||
| Common Stock | 2,035,830 | I | By Flagship VentureLabs IV, LLC(7) | |||||||
| Common Stock | 1,761,029 | I | By Flagship Ventures Fund 2007, L.P.(8) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. On October 13, 2022, Flagship Ventures Fund IV, L.P. ("Flagship Fund IV"), Flagship Ventures Opportunities Fund I, L.P. ("Flagship Opportunities I") and FPA, L.P. ("FPA Fund") purchased 2,743,902 shares, 914,634 shares and 3,048,780 shares, respectively, of the Issuer's Common Stock in a registered direct offering (the "October 2022 Offering") at a price of $1.64 per share pursuant to a Securities Purchase Agreement dated October 13, 2022. |
| 2. Shares held by Flagship Fund IV. Flagship Ventures Fund IV General Partner LLC ("Flagship Fund IV GP") is the general partner of Flagship Fund IV. Noubar B. Afeyan, Ph.D. is the sole manager of Flagship Fund IV GP. Each of the reporting persons except for Flagship Fund IV disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein. |
| 3. Represents shares of Common Stock issued upon conversion of unsecured convertible promissory notes (the "Notes") previously held by Flagship Fund IV and Flagship Opportunities I that were issued pursuant to the terms of the Securities Purchase Agreement dated September 20, 2022. In connection with the October 2022 Offering, the conversion price of the Notes became fixed at $1.64 and the outstanding principal plus accrued interest of the Notes held by Flagship Fund IV and Flagship Opportunities I automatically converted into 2,757,333 shares and 919,111 shares, respectively, of the Issuer's Common Stock. |
| 4. Shares held by Flagship Opportunities I. Flagship Ventures Opportunities Fund I General Partner LLC ("Flagship Opportunities GP") is the general partner of Flagship Opportunities I. Noubar B. Afeyan, Ph.D. is the sole manager of Flagship Opportunities GP. Each of the reporting persons except for Flagship Opportunities I disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein. |
| 5. Shares held by FPA Fund. FPA General Partner LLC ("FPA Fund GP") is the general partner of FPA Fund. Flagship Pioneering, Inc. ("Flagship Pioneering") is the manager of FPA Fund GP. Noubar B. Afeyan, Ph.D. is the CEO and sole stockholder of Flagship Pioneering. Each of the reporting persons except for FPA Fund disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein. |
| 6. Shares held by Flagship Ventures Fund IV-Rx, L.P., ("Flagship Fund IV-Rx"). Flagship Fund IV GP is the general partner of Flagship Fund IV-Rx. Noubar B. Afeyan, Ph.D. is the sole manager of Flagship Fund IV GP. Each of the reporting persons except for Flagship Fund IV-Rx disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein. |
| 7. Shares held by Flagship VentureLabs IV, LLC ("VentureLabs IV"). Flagship Fund IV is a member of VentureLabs IV and also serves as its manager. Flagship Fund IV GP is the general partner of Flagship Fund IV. Noubar B. Afeyan, Ph.D. is the sole manager of Flagship Fund IV GP. Each of the reporting persons except for VentureLabs IV disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein. |
| 8. Shares held by Flagship Ventures Fund 2007, L.P. ("Flagship Fund 2007"). Flagship Ventures Fund 2007 General Partner LLC ("Fund 2007 GP") is the general partner of Flagship Fund 2007. Noubar B. Afeyan, Ph.D. is the sole manager of Fund 2007 GP. Each of the reporting persons except for Flagship Fund 2007 disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein. |
| Remarks: |
| Flagship Ventures Fund IV General Partner LLC, By: /s/ Noubar B. Afeyan, Ph.D., Name: Noubar B. Afeyan, Ph.D., Title: Manager | 10/17/2022 | |
| Flagship Ventures Fund IV, L.P., By: Flagship Ventures Fund IV General Partner LLC, its general partner, By: /s/ Noubar B. Afeyan, Ph.D., Name: Noubar B. Afeyan, Ph.D., Title: Manager | 10/17/2022 | |
| Flagship Ventures Opportunities Fund I General Partner LLC, By: /s/ Noubar B. Afeyan, Ph.D., Name: Noubar B. Afeyan, Ph.D., Title: Manager | 10/17/2022 | |
| Flagship Ventures Opportunities Fund I, L.P. By: Flagship Ventures Opportunities Fund I General Partner LLC, its general partner, By: /s/ Noubar B. Afeyan, Ph.D., Name: Noubar B. Afeyan, Ph.D., Title: Manager | 10/17/2022 | |
| Noubar B. Afeyan, Ph.D. By: /s/ Noubar B. Afeyan, Ph.D. | 10/17/2022 | |
| ** 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 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 Number. | ||