Statement of Changes in Beneficial Ownership (4)
May 20 2020 - 5:16PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Flagship Ventures Fund IV General Partner LLC |
2. Issuer Name and Ticker or Trading Symbol
Axcella Health Inc.
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AXLA
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O FLAGSHIP PIONEERING INC., 55 CAMBRIDGE PARKWAY, SUITE 800E |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/18/2020 |
(Street)
CAMBRIDGE, MA 02142
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 5/18/2020 | | P | | 1520000 | A | $4.75 | 4808780 | I | See Footnote (1) |
Common Stock | 5/18/2020 | | P | | 380000 | A | $4.75 | 1056752 | I | See Footnote (2) |
Common Stock | 5/18/2020 | | P | | 1900000 | A | $4.75 | 2886023 | I | See Footnote (3) |
Common Stock | | | | | | | | 2035830 | I | See Footnote (4) |
Common Stock | | | | | | | | 1761029 | I | See Footnote (5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Explanation of Responses: |
(1) | Shares held by Flagship Ventures Fund IV, L.P. ("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. Edwin M. Kania, Jr. is retired both from Flagship Pioneering, Inc. and as a manager of Flagship Fund IV GP. |
(2) | 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. |
(3) | Shares held by Flagship Ventures Opportunities Fund I, L.P. ("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. 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. |
(4) | 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. |
(5) | Shares held by Flagship Ventures Fund 2007, L.P. ("Flagship Fund 2007"). Flagship Ventures 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. Edwin M. Kania, Jr. is retired both from Flagship Pioneering, Inc. and as a manager of Fund 2007 GP. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Flagship Ventures Fund IV General Partner LLC C/O FLAGSHIP PIONEERING INC. 55 CAMBRIDGE PARKWAY, SUITE 800E CAMBRIDGE, MA 02142 |
| X |
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Flagship Ventures Fund IV, L.P. 55 CAMBRIDGE PARKWAY, SUITE 800E CAMBRIDGE, MA 02142 |
| X |
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Flagship Ventures Fund IV-Rx, L.P. 55 CAMBRIDGE PARKWAY, SUITE 800E CAMBRIDGE, MA 02142 |
| X |
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Flagship Ventures Opportunities Fund I General Partner LLC 55 CAMBRIDGE PARKWAY, SUITE 800E CAMBRIDGE, MA 02142 |
| X |
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Flagship Ventures Opportunities Fund I, L.P. 55 CAMBRIDGE PARKWAY, SUITE 800E CAMBRIDGE, MA 02142 |
| X |
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AFEYAN NOUBAR 55 CAMBRIDGE PARKWAY, SUITE 800E CAMBRIDGE, MA 02142 |
| X |
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Signatures
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Flagship Ventures Fund IV General Partner LLC, By: /s/ Noubar B. Afeyan, Ph.D., Name: Noubar B. Afeyan, Ph.D., Title: Manager | | 5/20/2020 |
**Signature of Reporting Person | Date |
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 | | 5/20/2020 |
**Signature of Reporting Person | Date |
Flagship Ventures Fund IV-Rx, 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 | | 5/20/2020 |
**Signature of Reporting Person | Date |
Flagship Ventures Opportunities Fund I General Partner LLC, By: /s/ Noubar B. Afeyan, Ph.D., Name: Noubar B. Afeyan, Ph.D., Title: Manager | | 5/20/2020 |
**Signature of Reporting Person | Date |
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 | | 5/20/2020 |
**Signature of Reporting Person | Date |
Noubar B. Afeyan, Ph.D. By: /s/ Noubar B. Afeyan, Ph.D. | | 5/20/2020 |
**Signature of Reporting Person | Date |
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