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
Editas Medicine, Inc. [ EDIT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/11/2016 | ||||||||||||||||||||||||||
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 | 08/11/2016 | J(1) | 1,200,000 | D | (1) | 2,764,256 | D(2) | |||
Common Stock | 08/11/2016 | J(1) | 300,000 | D | (1) | 691,060 | I | See Footnote(3) | ||
Common Stock | 08/11/2016 | J(1) | 50,271 | D | (1) | 0(1) | I | See Footnote(4) | ||
Common Stock | 22,711(1) | I | See Footnote(5) | |||||||
Common Stock | 22,711(1) | I | See Footnote(6) |
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 August 11, 2016, Flagship Ventures Fund IV, L.P. ("Flagship IV") and Flagship Ventures Fund IV-Rx, L.P. ("Flagship IV-Rx") distributed to its limited partners and sole general partner, Flagship Ventures Fund IV General Partner, LLC ("Flagship IV LLC"), pro rata and without consideration, 1,200,000 shares and 300,000 shares, respectively, of the Issuer's common stock. Flagship IV LLC, in turn, distributed to its members, pro rata and without consideration, the 50,261 shares and 10 shares it received from Flagship IV and Flagship IV-Rx, respectively. Noubar B. Afeyan, Ph.D. and Edwin M. Kania, Jr., each a manager of Flagship IV LLC, each received 22,711 shares through Flagship IV LLC's distribution. |
2. Held by Flagship IV. Flagship IV LLC is the general partner of Flagship IV. Noubar B. Afeyan, Ph.D. and Edwin M. Kania, Jr. are the managers of Flagship IV LLC. Flagship IV LLC and each of these individuals may be deemed to share voting and investment power with respect to all shares held by Flagship IV. Each of the filing persons other than Flagship IV disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein. |
3. Held by Flagship IV-Rx. Flagship IV LLC is the general partner of Flagship IV-Rx. Noubar B. Afeyan, Ph.D. and Edwin M. Kania, Jr. are the managers of Flagship IV LLC. Flagship IV LLC and each of these individuals may be deemed to share voting and investment power with respect to all shares held by Flagship IV-Rx. Each of the filing persons other than Flagship IV-Rx disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein. |
4. Held by Flagship IV LLC. Noubar B. Afeyan, Ph.D. and Edwin M. Kania, Jr. are the managers of Flagship IV LLC. Each of these individuals may be deemed to share voting and investment power with respect to all shares held by Flagship IV LLC. Each of the filing persons other than Flagship IV LLC disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein. |
5. Held by Noubar B. Afeyan, Ph.D. Each of the filing persons other than Noubar B. Afeyan, Ph.D. disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein. |
6. Held by Edwin M. Kania, Jr. Each of the filing persons other than Edwin M. Kania, Jr. disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein. |
Remarks: |
FLAGSHIP VENTURES FUND IV, L.P., By: Flagship Ventures Fund IV General Partner LLC, By: /s/ Noubar Afeyan, Name: Noubar B. Afeyan, Title: Manager | 08/15/2016 | |
FLAGSHIP VENTURES FUND IV-RX, L.P., By: Flagship Ventures Fund IV General Partner LLC, By: /s/ Noubar Afeyan, Name: Noubar B. Afeyan, Title: Manager | 08/15/2016 | |
FLAGSHIP VENTURES FUND IV GENERAL PARTNER LLC, By: /s/ Noubar Afeyan, Name: Noubar B. Afeyan, Title: Manager | 08/15/2016 | |
NOUBAR B. AFEYAN, Ph.D, /s/ Noubar B. Afeyan | 08/15/2016 | |
EDWIN M. KANIA, JR., /s/ Edwin M. Kania, Jr. | 08/15/2016 | |
** 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 Number. |