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SEC FORM 4 SEC Form 4
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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OMB Number: 3235-0287
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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*
Polaris Venture Management Co. VI, L.L.C.
(Last) (First) (Middle)
ONE MARINA PARK DRIVE, 10TH FLOOR
(Street)
BOSTON MA 02210
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Editas Medicine, Inc. [ EDIT ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/14/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 11/14/2016 S 58,035(1) D $17.16(2) 4,098,138 I See Footnote(3)
Common Stock 11/15/2016 S 30,367(4) D $16.55(5) 4,067,771 I See Footnote(6)
Common Stock 11/15/2016 S 498(7) D $17.78(8) 4,067,273 I See Footnote(9)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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*
Polaris Venture Management Co. VI, L.L.C.
(Last) (First) (Middle)
ONE MARINA PARK DRIVE, 10TH FLOOR
(Street)
BOSTON MA 02210
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Polaris Venture Partners VI, L.P.
(Last) (First) (Middle)
1000 WINTER STREET, SUITE 3350
(Street)
WALTHAM MA 02451
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Polaris Venture Partners Founders' Fund VI, L.P.
(Last) (First) (Middle)
1000 WINTER STREET, SUITE 3350
(Street)
WALTHAM MA 02451
(City) (State) (Zip)
Explanation of Responses:
1. Represents 54,831 shares disposed of by Polaris Venture Partners VI, L.P. ("PVP VI") and 3,204 shares disposed of by Polaris Venture Partners Founders' Fund VI, L.P ("PVPFF VI").
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.00 to $17.51, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2),(5), and (8) to this Form 4.
3. 3,871,879 of these shares are owned directly by PVP VI and 226,259 of the shares are owned by PVPFF VI (together with PVP VI, the "Polaris Funds"). Polaris Venture Management Co. VI, L.L.C. ("Polaris Management") is the general partner of each of the Polaris Funds. Kevin Bitterman, a member of the Board of Directors of the Issuer, has an assignee interest in Polaris Management. Each of Polaris Management and Mr. Bitterman disclaim beneficial ownership of all the shares owned by the Polaris Funds and this report shall not be deemed an admission that either is the beneficial owner of such shares for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interests therein.
4. Represents 28,689 shares disposed of by PVP VI and 1,678 shares disposed of by PVPFF VI.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.50 to $17.09, inclusive.
6. 3,843,190 of these shares are owned directly by PVP VI and 224,581 of the shares are owned by PVPFF VI. Each of Polaris Management and Mr. Bitterman disclaim beneficial ownership of all the shares owned by the Polaris Funds and this report shall not be deemed an admission that either is the beneficial owner of such shares for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interests therein.
7. Represents 472 shares disposed of by PVP VI and 26 shares disposed of by PVPFF VI.
8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.50 to $17.86, inclusive.
9. 3,842,718 of these shares are owned directly by PVP VI and 224,555 of the shares are owned by PVPFF VI. Each of Polaris Management and Mr. Bitterman disclaim beneficial ownership of all the shares owned by the Polaris Funds and this report shall not be deemed an admission that either is the beneficial owner of such shares for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interests therein.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Max Eisenberg, Attorney-in-Fact for Polaris Venture Management Co. VI, L.L.C. 11/16/2016
/s/ Max Eisenberg, Attorney-in-Fact for Polaris Venture Partners VI, L.P. 11/16/2016
/s/ Max Eisenberg, Attorney-in-Fact for Polaris Venture Partners Founders' Fund VI, L.P. 11/16/2016
** 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.
                                                                     Exhibit 24

                                POWER OF ATTORNEY

              The undersigned (the "Reporting Person") hereby constitutes and
appoints Max Benjamin Eisenberg, 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.



              IN WITNESS WHEREOF, the undersigned have caused this Power of
Attorney to be executed as of this 19th day of September 2016.




                       Polaris Venture Management Co. VI, L.L.C.


                       By:    /s/ Brian Chee
                           --------------------------------------
                       Name:    Brian Chee
                             ------------------------------------
                       Title:   Managing Member
                              -----------------------------------