UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

EDITAS MEDICINE, INC.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

28106W103

(CUSIP Number)

 

Polaris Partners One Marina Park Drive 10th Floor Boston, MA 02210		Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP One Marina Park Drive, Suite 900 Boston, MA 02210 Attn: Jay K. Hachigian, Esq. (617) 648-9100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 2, 2016

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box:  ¨

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

 

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

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CUSIP No. 28106W103

 

1.		Names of Reporting Persons.   Polaris Venture Partners VI, L.P. (“PVP VI”)
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  x
3.		SEC Use Only
4.		Source of Funds (See Instructions)   WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   ¨
6.		Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   4,399,103 shares, except that (i) Polaris Venture Management Co. VI, L.L.C. (“PVM VI”), the general partner of PVP VI, may be deemed to have sole power to vote these shares; (ii) Jonathan A. Flint (“Flint”), Terrance G. McGuire (“McGuire”), Brian Chee (“Chee”), David Barrett (“Barrett”), Amir Nashat (“Nashat”) and Bryce Youngren (“Youngren” and collectively with Flint, McGuire, Chee, Barrett and Nashat, the “Managing Members”) are the managing members of PVM VI, and may be deemed to have shared power to vote these shares; and (iii) Kevin Bitterman (“Bitterman”), a holder of an assignee interest in PVM VI and a director of the Issuer, may be deemed to have shared power to vote these shares.
				8.		Shared Voting Power   See response to row 7.
				9.		Sole Dispositive Power   4,399,103 shares, except that (i) PVM VI, the general partner of PVP VI, may be deemed to have sole power to dispose of these shares; (ii) the Managing Members may be deemed to have shared power to dispose of these shares; and (iii) Bitterman a holder of an assignee interest in PVM VI, may be deemed to have shared power to dispose of these shares.
				10.		Shared Dispositive Power   See response to row 9.
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   4,339,103 shares
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
13.		Percent of Class Represented by Amount in Row (11)   11.9%
14.		Type of Reporting Person (See Instructions)   PN

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CUSIP No. 28106W103

 

1.		Names of Reporting Persons.   Polaris Venture Founders’ Fund VI, L.P. (“PVPFF VI”)
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  x
3.		SEC Use Only
4.		Source of Funds (See Instructions)   WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   ¨
6.		Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   257,070 shares, except that (i) PVM VI, the general partner of PVPFF VI, may be deemed to have sole power to vote these shares; (ii) the Managing Members may be deemed to have shared power to vote these shares; and (iii) Bitterman, a holder of an assignee interest in PVM VI, may be deemed to have shared power to vote these shares.
				8.		Shared Voting Power   See response to row 7.
				9.		Sole Dispositive Power   257,070 shares, except that (i) PVM VI, the general partner of PVPFF VI, may be deemed to have sole power to dispose of these shares; (ii) the Managing Members may be deemed to have shared power to dispose of these shares; and (iii) Bitterman a holder of an assignee interest in PVM VI, may be deemed to have shared power to dispose of these shares.
				10.		Shared Dispositive Power   See response to row 9.
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   257,070 shares
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
13.		Percent of Class Represented by Amount in Row (11)   0.7%
14.		Type of Reporting Person (See Instructions)   PN

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CUSIP No. 28106W103

 

1.		Names of Reporting Persons.   Polaris Venture Management Co. VI, L.L.C. (“PVM VI”)
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  x
3.		SEC Use Only
4.		Source of Funds (See Instructions)   AF
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)   ¨
6.		Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   4,656,173 shares, of which 4,399,103 shares are directly owned by PVP VI and 257,070 shares are directly owned by PVPFF VI, except that (i) the Managing Members may be deemed to have shared power to vote these shares; and (ii) Bitterman, a holder of an assignee interest in PVM VI, may be deemed to have shared power to vote these shares.
				8.		Shared Voting Power   See response to row 7.
				9.		Sole Dispositive Power   4,656,173 shares, of which 4,399,103 shares are directly owned by PVP VI and 257,070 shares are directly owned by PVPFF VI, except that (i) the Managing Members may be deemed to have shared power to dispose of these shares; and (ii) Bitterman, a holder of an assignee interest in PVM VI, may be deemed to have shared power to dispose of these shares.
				10.		Shared Dispositive Power   See response to row 9.
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   4,656,173 shares
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
13.		Percent of Class Represented by Amount in Row (11)   12.7%
14.		Type of Reporting Person (See Instructions)   OO

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CUSIP No. 28106W103

 

1.		Names of Reporting Persons.   Jonathan A. Flint (“Flint”)
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  x
3.		SEC Use Only
4.		Source of Funds (See Instructions)   AF
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)   ¨
6.		Citizenship or Place of Organization   USA
Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   4,656,173 shares, of which 4,399,103 shares are directly owned by PVP VI and 257,070 shares are directly owned by PVPFF VI, except that (i) PVM VI, as the general partner of PVP VI and PVPFF VI, may be deemed to have sole power to vote PVP VI’s and PVPFF VI’s shares (collectively, the “Fund VI Shares”); (ii) McGuire, Chee, Barrett, Nashat and Youngren, as managing members of PVM VI, may be deemed to have shared power to vote the Fund VI Shares; and (iii) Bitterman, a holder of an assignee interest in PVM VI, may be deemed to have shared power to vote the Fund VI Shares.
				8.		Shared Voting Power   See response to row 7.
				9.		Sole Dispositive Power   4,656,173 shares, of which 4,399,103 shares are directly owned by PVP VI and 257,070 shares are directly owned by PVPFF VI, except that (i) PVM VI, as the general partner of PVP VI and PVPFF VI, may be deemed to have sole power to dispose of the Fund VI Shares; (ii) McGuire, Chee, Barrett, Nashat and Youngren, as managing members of PVM VI, may be deemed to have shared power to dispose of the Fund VI Shares; and (iii) Bitterman, a holder of an assignee interest in PVM VI, may be deemed to have shared power to dispose of the Fund VI Shares.
				10.		Shared Dispositive Power   See response to row 9.
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   4,656,173 shares
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
13.		Percent of Class Represented by Amount in Row (11)   12.7%
14.		Type of Reporting Person (See Instructions)   IN

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CUSIP No. 28106W103

 

1.		Names of Reporting Persons.   Terrance G. McGuire (“McGuire”)
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  x
3.		SEC Use Only
4.		Source of Funds (See Instructions)   AF
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)   ¨
6.		Citizenship or Place of Organization   USA
Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   4,656,173 shares, of which 4,399,103 shares are directly owned by PVP VI and 257,070 shares are directly owned by PVPFF VI, except that (i) PVM VI, as the general partner of PVP VI and PVPFF VI, may be deemed to have sole power to vote the Fund VI Shares; (ii) Flint, Chee, Barrett, Nashat and Youngren, as managing members of PVM VI, may be deemed to have shared power to vote the Fund VI Shares; and (iv) Bitterman, a holder of an assignee interest in PVM VI, may be deemed to have shared power to vote the Fund VI Shares.
				8.		Shared Voting Power   See response to row 7.
				9.		Sole Dispositive Power   4,656,173 shares, of which 4,399,103 shares are directly owned by PVP VI and 257,070 shares are directly owned by PVPFF VI, except that (i) PVM VI, as the general partner of PVP VI and PVPFF VI, may be deemed to have sole power to dispose of the Fund VI Shares; (ii) Flint, Chee, Barrett, Nashat and Youngren, as managing members of PVM VI, may be deemed to have shared power to dispose of the Fund VI Shares; and (iii) Bitterman, a holder of an assignee interest in PVM VI, may be deemed to have shared power to dispose of the Fund VI Shares.
				10.		Shared Dispositive Power   See response to row 9.
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   4,656,173 shares
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
13.		Percent of Class Represented by Amount in Row (11)   12.7%
14.		Type of Reporting Person (See Instructions)   IN

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CUSIP No. 28106W103

 

1.		Names of Reporting Persons.   Brian Chee (“Chee”)
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  x
3.		SEC Use Only
4.		Source of Funds (See Instructions)   AF
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)   ¨
6.		Citizenship or Place of Organization   USA
Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   4,656,173 shares, of which 4,399,103 shares are directly owned by PVP VI and 257,070 shares are directly owned by PVPFF VI, except that (i) PVM VI, as the general partner of PVP VI and PVPFF VI, may be deemed to have sole power to vote the Fund VI Shares; (ii) Flint, McGuire, Barrett, Nashat and Youngren, as managing members of PVM VI, may be deemed to have shared power to vote the Fund VI Shares; and (iii) Bitterman, a holder of an assignee interest in PVM VI, may be deemed to have shared power to vote the Fund VI Shares.
				8.		Shared Voting Power   See response to row 7.
				9.		Sole Dispositive Power   4,656,173 shares, of which 4,399,103 shares are directly owned by PVP VI and 257,070 shares are directly owned by PVPFF VI, except that (i) PVM VI, as the general partner of PVP VI and PVPFF VI, may be deemed to have sole power to dispose of the Fund VI Shares; (ii) Flint, McGuire, Barrett, Nashat and Youngren, as managing members of PVM VI, may be deemed to have shared power to dispose of the Fund VI Shares; and (iii) Bitterman, a holder of an assignee interest in PVM VI, may be deemed to have shared power to dispose of the Fund VI Shares.
				10.		Shared Dispositive Power   See response to row 9.
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   4,656,173 shares
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
13.		Percent of Class Represented by Amount in Row (11)   12.7%
14.		Type of Reporting Person (See Instructions)   IN

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CUSIP No. 28106W103

 

1.		Names of Reporting Persons.   David Barrett (“Barrett”)
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  x
3.		SEC Use Only
4.		Source of Funds (See Instructions)   AF
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)   ¨
6.		Citizenship or Place of Organization   USA
Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   4,656,173 shares, of which 4,399,103 shares are directly owned by PVP VI and 257,070 shares are directly owned by PVPFF VI, except that (i) PVM VI, as the general partner of PVP VI and PVPFF VI, may be deemed to have sole power to vote the Fund VI Shares; (ii) Flint, McGuire, Chee, Nashat and Youngren, as managing members of PVM VI, may be deemed to have shared power to vote the Fund VI Shares; and (iii) Bitterman, a holder of an assignee interest in PVM VI, may be deemed to have shared power to vote the Fund VI Shares.
				8.		Shared Voting Power   See response to row 7.
				9.		Sole Dispositive Power   4,656,173 shares, of which 4,399,103 shares are directly owned by PVP VI and 257,070 shares are directly owned by PVPFF VI, except that (i) PVM VI, as the general partner of PVP VI and PVPFF VI, may be deemed to have sole power to dispose of the Fund VI Shares; (ii) Flint, McGuire, Chee, Nashat and Youngren, as managing members of PVM VI, may be deemed to have shared power to dispose of the Fund VI Shares; and (iii) Bitterman, a holder of an assignee interest in PVM VI, may be deemed to have shared power to dispose of the Fund VI Shares.
				10.		Shared Dispositive Power   See response to row 9.
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   4,656,173 shares
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
13.		Percent of Class Represented by Amount in Row (11)   12.7%
14.		Type of Reporting Person (See Instructions)   IN

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CUSIP No. 28106W103

 

1.		Names of Reporting Persons.   Amir Nashat (“Nashat”)
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  x
3.		SEC Use Only
4.		Source of Funds (See Instructions)   AF
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)   ¨
6.		Citizenship or Place of Organization   USA
Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   4,656,173 shares, of which 4,399,103 shares are directly owned by PVP VI and 257,070 shares are directly owned by PVPFF VI, except that (i) PVM VI, as the general partner of PVP VI and PVPFF VI, may be deemed to have sole power to vote the Fund VI Shares; (ii) Flint, McGuire, Chee, Barrett and Youngren, as managing members of PVM VI, may be deemed to have shared power to vote the Fund VI Shares; and (iii) Bitterman, a holder of an assignee interest in PVM VI, may be deemed to have shared power to vote the Fund VI Shares.
				8.		Shared Voting Power   See response to row 7.
				9.		Sole Dispositive Power   4,656,173 shares, of which 4,399,103 shares are directly owned by PVP VI and 257,070 shares are directly owned by PVPFF VI, except that (i) PVM VI, as the general partner of PVP VI and PVPFF VI, may be deemed to have sole power to dispose of the Fund VI Shares; (ii) Flint, McGuire, Chee, Barrett and Youngren, as managing members of PVM VI, may be deemed to have shared power to dispose of the Fund VI Shares; and (iii) Bitterman, a holder of an assignee interest in PVM VI, may be deemed to have shared power to dispose of the Fund VI Shares.
				10.		Shared Dispositive Power   See response to row 9.
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   4,656,173 shares
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
13.		Percent of Class Represented by Amount in Row (11)   12.7%
14.		Type of Reporting Person (See Instructions)   IN

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CUSIP No. 28106W103

 

1.		Names of Reporting Persons.   Bryce Youngren (“Youngren”)
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  x
3.		SEC Use Only
4.		Source of Funds (See Instructions)   AF
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)   ¨
6.		Citizenship or Place of Organization   USA
Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   4,656,173 shares, of which 4,399,103 shares are directly owned by PVP VI and 257,070 shares are directly owned by PVPFF VI, except that (i) PVM VI, as the general partner of PVP VI and PVPFF VI, may be deemed to have sole power to vote the Fund VI Shares; (ii) Flint, McGuire, Chee, Barrett and Nashat, as managing members of PVM VI, may be deemed to have shared power to vote the Fund VI Shares; and (iii) Bitterman, a holder of an assignee interest in PVM VI, may be deemed to have shared power to vote the Fund VI Shares.
				8.		Shared Voting Power   See response to row 7.
				9.		Sole Dispositive Power   4,656,173 shares, of which 4,399,103 shares are directly owned by PVP VI and 257,070 shares are directly owned by PVPFF VI, except that (i) PVM VI, as the general partner of PVP VI and PVPFF VI, may be deemed to have sole power to dispose of the Fund VI Shares; (ii) Flint, McGuire, Chee, Barrett and Nashat, as managing members of PVM VI, may be deemed to have shared power to dispose of the Fund VI Shares; and (iii) Bitterman, a holder of an assignee interest in PVM VI, may be deemed to have shared power to dispose of the Fund VI Shares.
				10.		Shared Dispositive Power   See response to row 9.
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   4,656,173 shares
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
13.		Percent of Class Represented by Amount in Row (11)   12.7%
14.		Type of Reporting Person (See Instructions)   IN

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CUSIP No. 28106W103

 

1.		Names of Reporting Persons.   Kevin Bitterman (“Bitterman”)
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  x
3.		SEC Use Only
4.		Source of Funds (See Instructions)   AF
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)   ¨
6.		Citizenship or Place of Organization   USA
Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   4,656,173 shares, of which 4,399,103 shares are directly owned by PVP VI and 257,070 shares are directly owned by PVPFF VI, except that (i) PVM VI, as the general partner of PVP VI and PVPFF VI, may be deemed to have sole power to vote the Fund VI Shares; and (ii) Flint, McGuire, Chee, Barrett, Nashat and Youngren, as managing members of PVM VI, may be deemed to have shared power to vote the Fund VI Shares.
				8.		Shared Voting Power   See response to row 7.
				9.		Sole Dispositive Power   4,656,173 shares, of which 4,399,103 shares are directly owned by PVP VI and 257,070 shares are directly owned by PVPFF VI, except that (i) PVM VI, as the general partner of PVP VI and PVPFF VI, may be deemed to have sole power to dispose of the Fund VI Shares; and (ii) Flint, McGuire, Chee, Barrett, Nashat and Young, as managing members of PVM VI, may be deemed to have shared power to dispose of the Fund VI Shares.
				10.		Shared Dispositive Power   See response to row 9.
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   4,656,173 shares
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
13.		Percent of Class Represented by Amount in Row (11)   12.7%
14.		Type of Reporting Person (See Instructions)   IN

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CUSIP No. 28106W103

SCHEDULE 13D

Item 1. Security and Issuer.

This statement on Schedule 13D relates to the Common Stock, $0.0001 par value per share (the “Common Stock”), of Editas Medicine, Inc. (the “Issuer”). The Issuer’s principal executive office is located at 300 Third Street, First Floor, Cambridge, MA 02142.

Item 2. Identity and Background.

(a) This Schedule 13D is being filed on behalf of each of the following persons pursuant to Rule 13d-1(k) of Regulation D-G under the Securities Exchange Act of 1934, as amended (the “Exchange Act”): PVP VI, PVPFF VI, PVM VI, Flint, McGuire, Chee, Barrett, Nashat, Youngren and Bitterman (collectively, the “Reporting Persons”). The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Exchange Act. The agreement between the Reporting Persons to file as a group (the “Joint Filing Agreement”) is attached hereto as Exhibit A.

(b)-(c) The principal business of each of PVP VI and PVPFF VI is that of a private investment partnership. The sole general partner of PVP VI and PVPFF VI is PVM VI. The principal business of PVM VI is that of a limited liability company acting as the general partner of PVP VI and PVPFF VI. Flint, McGuire, Chee, Barrett, Nashat and Youngren are the managing members of PVM VI, and Bitterman is a member of the Board of Directors of the Issuer and the holder of an assignee interest in PVM VI.

The principal business address of each of the entities and individuals named in this Item 2 is c/o Polaris Partners, One Marina Park Drive, 10^th Floor, Boston, Massachusetts, 02210.

(d)–(e) During the last five years, none of the Reporting Persons or individuals named in this Item 2 has (i) been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in his being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Each of the individuals named in this Item 2 is a citizen of the United States.

Item 3. Source and Amount of Funds or Other Consideration.

On February 2, 2016, the Registration Statement on Form S-1 filed with the Securities and Exchange Commission by the Issuer (File No. 333-208856) in connection with its initial public offering of 5,900,000 shares of Common Stock was declared effective.

In a number of transactions, the Reporting Persons acquired shares of Series A-1 Preferred Stock convertible into 2,549,435 shares of Common Stock, shares of Series A-2 Preferred Stock convertible into 2,021,269 shares of Common Stock and shares of Series B Preferred Stock convertible into 85,469 shares of Common Stock, all for an aggregate purchase price of $14,460,431 (collectively, the “Pre-IPO shares”). The Pre-IPO shares converted into Common Stock, respectively, upon the closing of the offering.

The Reporting Persons obtained the amounts required for all purchasers of Pre-IPO shares from their working capital.

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CUSIP No. 28106W103

Item 4. Purpose of Transaction.

Bitterman, as a director of the Issuer and by virtue of his membership in PVM VI, may be deemed to hold certain voting powers with respect to the reportable securities owned by PVP VI and PVPFF VI. Except as otherwise described in this statement, the Reporting Persons do not have any present plans or proposals that relate to or would result in: (i) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (ii) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (iii) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (iv) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (v) any material change in the present capitalization or dividend policy of the Issuer; (vi) any other material change in the Issuer’s business or corporate structure; (vii) changes in the Issuer’s charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (viii) causing a class of securities of the Issuer to be de-listed from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (ix) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (x) any action similar to any of those enumerated above.

Item 5. Interest in Securities of the Issuer.

The information below is based on a total of 36,605,251 shares of Common Stock outstanding as reported on the Issuer’s Form 10-K filed with the SEC on March 30, 2016.

(a) PVP VI directly beneficially owns 4,399,103 shares of Common Stock, or approximately 11.9% of the Common Stock outstanding. PVPFF VI directly beneficially owns 257,070 shares of Common Stock, or approximately 0.7% of the Common Stock outstanding. PVM V, as the general partner of PVP VI and PVPFF VI, may be deemed to indirectly beneficially own the securities owned by PVP VI and PVPFF VI.

(b) The managing members of PVM VI and Bitterman may be deemed to share the power to vote or direct the voting of and to dispose or direct the disposition of the securities of the Issuer that are beneficially owned by PVP VI and PVPFF VI. Each such person disclaims beneficial ownership of all securities other than those he or she owns directly, if any, or by virtue of his or her indirect pro rata interest, as a member of PVM VI, in the securities owned by PVP VI and PVPFF VI. PVM VI may be deemed to have sole power to vote or direct the voting of and to dispose or direct the disposition of the securities of the Issuer that are beneficially owned by PVP VI and PVPFF VI.

(c) Except as described in this statement, none of the Reporting Persons has effected any transactions in the Common Stock in the 60 days prior to the date of this statement.

(d) Except as described in this statement, no person has the power to direct the receipt of dividends on or the proceeds of sales of, the shares of Common Stock owned by the Reporting Persons.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Each of PVP VI and PVPFF VI and certain other investors are party to a Lock-Up Agreement (the “Lock-Up Agreement”) entered into with Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC in connection with the Offering, the Reporting Persons are subject to a restricted period during the period ending 180 days after the date of the Prospectus, during which the Reporting Persons have agreed, subject to limited exceptions, not to offer, pledge, sell, contract to sell, sell any options or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock beneficially owned by the Issuer or Reporting Persons or any securities so owned convertible into or exercisable or exchangeable for common stock or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common stock, or publicly disclose the intention to make any such offer, pledge sale, contract, purchase, grant, loan, transfer, or disposition, or enter into any such swap or other arrangement. The Lock-Up Agreement is more fully described in the Prospectus, and the form of Lock-Up Letter is incorporated herein by reference to Exhibit A-1 to the Underwriting Agreement filed on January 25, 2016 as Exhibit 1.1 to Amendment No. 1 to the Issuer’s Registration Statement on Form S-1 (File No. 333-208856).

 

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The Issuer has entered into an indemnification agreement with each of its directors and executive officers, including Bitterman. The indemnification agreement, among other things, require the Issuer or will require the Issuer to indemnify Bitterman (and in certain cases each of PVP VI and PVPFF VI) to the fullest extent permitted by Delaware law, including indemnification of expenses such as attorneys’ fees, judgments, fines and settlement amounts incurred by Bitterman in any action or proceeding, including any action or proceeding by or in right of the Issuer, arising out of his services as a director. The form of Indemnification Agreement for the Issuer’s directors and officers is attached as Exhibit 10.16 to Amendment No. 1 to the Issuer’s Registration Statement on Form S-1 (File No. 333-208856), and is incorporated herein by reference.

CUSIP No. 28106W103

Item 7. Material to be Filed as Exhibits.

 

Exhibit		Description
A		Agreement Regarding the Joint Filing of Schedule 13D
B		Form of Lock-up Letter
C		Form of Indemnification Agreement for board members and senior management, filed on January 4, 2016 as Exhibit 10.16 to Amendment No. 1 to the Issuer’s Registration Statement on Form S-1 (File No. 333-208856), and incorporated herein by reference.
D		Power of Attorney
E		Power of Attorney
F		Power of Attorney
G		Power of Attorney
H		Power of Attorney
I		Power of Attorney

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CUSIP No. 28106W103

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: May 16, 2016

 

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CUSIP No. 28106W103

 

 

*By:		/s/ Mary Blair
Name:		Mary Blair
		Attorney-in-Fact

[This Schedule 13D was executed pursuant to a Power of Attorney. Note that copies of the applicable Powers of Attorney are already on file with the appropriate agencies.]

 

CUSIP No. 28106W103

Exhibit A

AGREEMENT REGARDING THE JOINT FILING OF

SCHEDULE 13D

The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13D to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule jointly on behalf of each such party.

Date: May 16, 2016

 

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CUSIP No. 28106W103

 

 

*By:		/s/ Mary Blair
Name:		Mary Blair
		Attorney-in-Fact

[This Schedule 13D was executed pursuant to a Power of Attorney. Note that copies of the applicable Powers of Attorney are already on file with the appropriate agencies.]

Exhibit B

FORM OF LOCK-UP LETTER

 

 

As Representatives for the several

Underwriters listed in Schedule I hereto

Ladies and Gentlemen:

The undersigned understands that Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC (the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Editas Medicine, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including the Representatives (the “Underwriters”), of shares of the common stock, par value $0.0001 per share, of the Company (the “Common Stock”).

To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of each of the Representatives on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 180 days after the date of the final prospectus (the “Restricted Period”) relating to the Public Offering (the “Prospectus”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), by the undersigned or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, or (3) publicly disclose the intention to make any such offer, pledge, sale, contract, purchase, grant, loan, transfer or disposition, or enter into any such swap or other arrangement.

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The foregoing sentence shall not apply to (a) transactions relating to shares of Common Stock or other securities acquired in the Public Offering (other than any issuer- directed shares of Common Stock purchased in the Public Offering by an officer or director of the Company) or in open market transactions after the completion of the Public Offering, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or other securities acquired in the Public Offering or such open market transactions, (b) transfers of shares of Common Stock or any security convertible into Common Stock as a bona fide gift, (c) transfers or dispositions of shares of Common Stock or such other securities to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned in a transaction not involving a disposition for value, (d) transfers or dispositions of shares of Common Stock or such other securities to any corporation, partnership, limited liability company or other entity all of the beneficial ownership interests of which are held by the undersigned or the immediate family of the undersigned in a transaction not involving a disposition for value, (e) transfers or dispositions of shares of Common Stock or such other securities by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, or (f) distributions of shares of Common Stock or any security convertible into Common Stock to limited partners, members or stockholders of the undersigned; provided that in the case of any transfer, disposition or distribution pursuant to clause (b), (c), (d), (e) or (f), (i) each transferee, donee or distributee shall sign and deliver a lock-up agreement substantially in the form of this agreement and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the Restricted Period (other than, in the case of a transfer or other disposition pursuant to clause (e) above, any Form 4 or Form 5 required to be filed under the Exchange Act if the undersigned is subject to Section 16 reporting with respect to the Company under the Exchange Act and indicating by footnote disclosure or otherwise the nature of the transfer or disposition), or (g) transfers or dispositions of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock to the Company pursuant to any contractual arrangement in effect on the date of this agreement that provides for the repurchase of the undersigned’s Common Stock or such other securities by the Company or in connection with the termination of the undersigned’s employment with the Company, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made during the Restricted Period in connection with any such transfers or dispositions (other than any Form 4 or Form 5 required to be filed under the Exchange Act if the undersigned is subject to Section 16 reporting with respect to the Company under the Exchange Act and indicating by footnote disclosure or otherwise the nature of the transfer or disposition), or (h) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that (i) such plan does not provide for the transfer of Common Stock during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such plan during the Restricted Period. For purposes of this agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. In addition, the undersigned agrees that, without the prior written consent of each of the Representatives on behalf of the Underwriters, it will not, during the Restricted Period, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s shares of Common Stock except in compliance with the foregoing restrictions.

 

2

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If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer- directed shares of Common Stock the undersigned may purchase in the Public Offering.

If the undersigned is an officer or director of the Company, (i) each of the Representatives agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, the Representatives will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this agreement to the extent and for the duration that such terms remain in effect at the time of the transfer.

The undersigned understands that the Company and the Underwriters are relying upon this agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns.

Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriters.

 

3

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The undersigned understands that, (i) if either the Representatives, on the one hand, or the Company, on the other hand, informs the other in writing, prior to the execution of the Underwriting Agreement, that it has determined not to proceed with the Public Offering, (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the securities to be sold thereunder, (iii) if the registration statement related to the Public Offering has been withdrawn prior to the execution of the Underwriting Agreement or (iv) the Underwriting Agreement is not executed on or before June 30, 2016, the undersigned shall be automatically released from all obligations under this agreement.

 

 

 

4

Exhibit D

POWER OF ATTORNEY

The undersigned (the “Reporting Person”) hereby constitutes and appoints Mary Blair, signing singly, with full power of substitution, as the Reporting Person’s true and lawful attorney in fact to:

(1) prepare, execute in the Reporting Person’s name and on the Reporting Person’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the Reporting Person to make electronic filings with the SEC of Reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;

(2) prepare and file on behalf of such Reporting Person any and all reports, notices, communications and other documents (including, but not limited to, reports on Schedule 13D, Schedule 13G, Form 13-F, Form 3, Form 4 and Form 5) that such Reporting Person may be required to file with the SEC pursuant to the Securities Act of 1933, as amended (together with the implementing regulations thereto, the “Act”) and the Securities Exchange Act of 1934, as amended (together with the implementing regulations thereto, the “Exchange Act”) (collectively, the “Reports”) with respect to the Reporting Person’s (a) status as an officer or director of, or (b) ownership of, or transactions in, the securities of, any entity whose securities are beneficially owned (directly or indirectly) by the Reporting Person (“Portfolio Companies”);

(3) do and perform any and all acts for and on behalf of the Reporting Person which may be necessary or desirable to complete and execute any such Reports, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney in fact, may be of benefit to, in the best interest of, or legally required by, the Reporting Person, it being understood that the documents executed by such attorney in fact on behalf of the Reporting Person pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney in fact may approve in such attorney in fact’s discretion.

The Reporting Person hereby grants to such attorney in fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the Reporting Person might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney in fact, or such attorney in fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The Reporting Person acknowledges that the foregoing attorney in fact, in serving in such capacity at the request of the Reporting Person, is not assuming any of the Reporting Person’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney with respect to the Reporting Person shall remain in full force and effect until such Reporting Person is no longer required to file any Reports with respect to the Reporting Person’s ownership of, or transactions in, the securities of Portfolio Companies, unless earlier revoked in a signed writing delivered to the foregoing attorney in fact.

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IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be executed as of this 9th day of February, 2016.

 

Exhibit E

POWER OF ATTORNEY

The undersigned (the “Reporting Person”) hereby constitutes and appoints Mary Blair, signing singly, with full power of substitution, as the Reporting Person’s true and lawful attorney in fact to:

(1) prepare, execute in the Reporting Person’s name and on the Reporting Person’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the Reporting Person to make electronic filings with the SEC of Reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;

(2) prepare and file on behalf of such Reporting Person any and all reports, notices, communications and other documents (including, but not limited to, reports on Schedule 13D, Schedule 13G, Form 13-F, Form 3, Form 4 and Form 5) that such Reporting Person may be required to file with the SEC pursuant to the Securities Act of 1933, as amended (together with the implementing regulations thereto, the “Act”) and the Securities Exchange Act of 1934, as amended (together with the implementing regulations thereto, the “Exchange Act”) (collectively, the “Reports”) with respect to the Reporting Person’s (a) status as an officer or director of, or (b) ownership of, or transactions in, the securities of, any entity whose securities are beneficially owned (directly or indirectly) by the Reporting Person (“Portfolio Companies”);

(3) do and perform any and all acts for and on behalf of the Reporting Person which may be necessary or desirable to complete and execute any such Reports, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney in fact, may be of benefit to, in the best interest of, or legally required by, the Reporting Person, it being understood that the documents executed by such attorney in fact on behalf of the Reporting Person pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney in fact may approve in such attorney in fact’s discretion.

The Reporting Person hereby grants to such attorney in fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the Reporting Person might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney in fact, or such attorney in fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The Reporting Person acknowledges that the foregoing attorney in fact, in serving in such capacity at the request of the Reporting Person, is not assuming any of the Reporting Person’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney with respect to the Reporting Person shall remain in full force and effect until such Reporting Person is no longer required to file any Reports with respect to the Reporting Person’s ownership of, or transactions in, the securities of Portfolio Companies, unless earlier revoked in a signed writing delivered to the foregoing attorney in fact.

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IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be executed as of this 13th day of May, 2016.

 

Exhibit F

POWER OF ATTORNEY

The undersigned (the “Reporting Person”) hereby constitutes and appoints Mary Blair, signing singly, with full power of substitution, as the Reporting Person’s true and lawful attorney in fact to:

(1) prepare, execute in the Reporting Person’s name and on the Reporting Person’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the Reporting Person to make electronic filings with the SEC of Reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;

(2) prepare and file on behalf of such Reporting Person any and all reports, notices, communications and other documents (including, but not limited to, reports on Schedule 13D, Schedule 13G, Form 13-F, Form 3, Form 4 and Form 5) that such Reporting Person may be required to file with the SEC pursuant to the Securities Act of 1933, as amended (together with the implementing regulations thereto, the “Act”) and the Securities Exchange Act of 1934, as amended (together with the implementing regulations thereto, the “Exchange Act”) (collectively, the “Reports”) with respect to the Reporting Person’s (a) status as an officer or director of, or (b) ownership of, or transactions in, the securities of, any entity whose securities are beneficially owned (directly or indirectly) by the Reporting Person (“Portfolio Companies”);

(3) do and perform any and all acts for and on behalf of the Reporting Person which may be necessary or desirable to complete and execute any such Reports, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney in fact, may be of benefit to, in the best interest of, or legally required by, the Reporting Person, it being understood that the documents executed by such attorney in fact on behalf of the Reporting Person pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney in fact may approve in such attorney in fact’s discretion.

The Reporting Person hereby grants to such attorney in fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the Reporting Person might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney in fact, or such attorney in fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The Reporting Person acknowledges that the foregoing attorney in fact, in serving in such capacity at the request of the Reporting Person, is not assuming any of the Reporting Person’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney with respect to the Reporting Person shall remain in full force and effect until such Reporting Person is no longer required to file any Reports with respect to the Reporting Person’s ownership of, or transactions in, the securities of Portfolio Companies, unless earlier revoked in a signed writing delivered to the foregoing attorney in fact.

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IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be executed as of this 13th day of May, 2016.

 

Exhibit G

POWER OF ATTORNEY

The undersigned (the “Reporting Person”) hereby constitutes and appoints Mary Blair, signing singly, with full power of substitution, as the Reporting Person’s true and lawful attorney in fact to:

(1) prepare, execute in the Reporting Person’s name and on the Reporting Person’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the Reporting Person to make electronic filings with the SEC of Reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;

(2) prepare and file on behalf of such Reporting Person any and all reports, notices, communications and other documents (including, but not limited to, reports on Schedule 13D, Schedule 13G, Form 13-F, Form 3, Form 4 and Form 5) that such Reporting Person may be required to file with the SEC pursuant to the Securities Act of 1933, as amended (together with the implementing regulations thereto, the “Act”) and the Securities Exchange Act of 1934, as amended (together with the implementing regulations thereto, the “Exchange Act”) (collectively, the “Reports”) with respect to the Reporting Person’s (a) status as an officer or director of, or (b) ownership of, or transactions in, the securities of, any entity whose securities are beneficially owned (directly or indirectly) by the Reporting Person (“Portfolio Companies”);

(3) do and perform any and all acts for and on behalf of the Reporting Person which may be necessary or desirable to complete and execute any such Reports, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney in fact, may be of benefit to, in the best interest of, or legally required by, the Reporting Person, it being understood that the documents executed by such attorney in fact on behalf of the Reporting Person pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney in fact may approve in such attorney in fact’s discretion.

The Reporting Person hereby grants to such attorney in fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the Reporting Person might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney in fact, or such attorney in fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The Reporting Person acknowledges that the foregoing attorney in fact, in serving in such capacity at the request of the Reporting Person, is not assuming any of the Reporting Person’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney with respect to the Reporting Person shall remain in full force and effect until such Reporting Person is no longer required to file any Reports with respect to the Reporting Person’s ownership of, or transactions in, the securities of Portfolio Companies, unless earlier revoked in a signed writing delivered to the foregoing attorney in fact.

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IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be executed as of this 13th day of May 2016.

 

Exhibit H

POWER OF ATTORNEY

The undersigned (the “Reporting Person”) hereby constitutes and appoints Mary Blair, signing singly, with full power of substitution, as the Reporting Person’s true and lawful attorney in fact to:

(1) prepare, execute in the Reporting Person’s name and on the Reporting Person’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the Reporting Person to make electronic filings with the SEC of Reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;

(2) prepare and file on behalf of such Reporting Person any and all reports, notices, communications and other documents (including, but not limited to, reports on Schedule 13D, Schedule 13G, Form 13-F, Form 3, Form 4 and Form 5) that such Reporting Person may be required to file with the SEC pursuant to the Securities Act of 1933, as amended (together with the implementing regulations thereto, the “Act”) and the Securities Exchange Act of 1934, as amended (together with the implementing regulations thereto, the “Exchange Act”) (collectively, the “Reports”) with respect to the Reporting Person’s (a) status as an officer or director of, or (b) ownership of, or transactions in, the securities of, any entity whose securities are beneficially owned (directly or indirectly) by the Reporting Person (“Portfolio Companies”);

(3) do and perform any and all acts for and on behalf of the Reporting Person which may be necessary or desirable to complete and execute any such Reports, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney in fact, may be of benefit to, in the best interest of, or legally required by, the Reporting Person, it being understood that the documents executed by such attorney in fact on behalf of the Reporting Person pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney in fact may approve in such attorney in fact’s discretion.

The Reporting Person hereby grants to such attorney in fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the Reporting Person might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney in fact, or such attorney in fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The Reporting Person acknowledges that the foregoing attorney in fact, in serving in such capacity at the request of the Reporting Person, is not assuming any of the Reporting Person’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney with respect to the Reporting Person shall remain in full force and effect until such Reporting Person is no longer required to file any Reports with respect to the Reporting Person’s ownership of, or transactions in, the securities of Portfolio Companies, unless earlier revoked in a signed writing delivered to the foregoing attorney in fact.

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IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be executed as of this 13th day of May, 2016.

 

Exhibit I

POWER OF ATTORNEY

The undersigned (the “Reporting Person”) hereby constitutes and appoints Mary Blair, signing singly, with full power of substitution, as the Reporting Person’s true and lawful attorney in fact to:

(1) prepare, execute in the Reporting Person’s name and on the Reporting Person’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the Reporting Person to make electronic filings with the SEC of Reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;

(2) prepare and file on behalf of such Reporting Person any and all reports, notices, communications and other documents (including, but not limited to, reports on Schedule 13D, Schedule 13G, Form 13-F, Form 3, Form 4 and Form 5) that such Reporting Person may be required to file with the SEC pursuant to the Securities Act of 1933, as amended (together with the implementing regulations thereto, the “Act”) and the Securities Exchange Act of 1934, as amended (together with the implementing regulations thereto, the “Exchange Act”) (collectively, the “Reports”) with respect to the Reporting Person’s (a) status as an officer or director of, or (b) ownership of, or transactions in, the securities of, any entity whose securities are beneficially owned (directly or indirectly) by the Reporting Person (“Portfolio Companies”);

(3) do and perform any and all acts for and on behalf of the Reporting Person which may be necessary or desirable to complete and execute any such Reports, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney in fact, may be of benefit to, in the best interest of, or legally required by, the Reporting Person, it being understood that the documents executed by such attorney in fact on behalf of the Reporting Person pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney in fact may approve in such attorney in fact’s discretion.

The Reporting Person hereby grants to such attorney in fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the Reporting Person might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney in fact, or such attorney in fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The Reporting Person acknowledges that the foregoing attorney in fact, in serving in such capacity at the request of the Reporting Person, is not assuming any of the Reporting Person’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney with respect to the Reporting Person shall remain in full force and effect until such Reporting Person is no longer required to file any Reports with respect to the Reporting Person’s ownership of, or transactions in, the securities of Portfolio Companies, unless earlier revoked in a signed writing delivered to the foregoing attorney in fact.

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IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be executed as of this 16th day of May, 2016.