FORM 4
[X] 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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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

RA CAPITAL MANAGEMENT, L.P.
2. Issuer Name and Ticker or Trading Symbol

Forma Therapeutics Holdings, Inc. [ FMTX ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

200 BERKELEY STREET, 18TH FLOOR, 
3. Date of Earliest Transaction (MM/DD/YYYY)

10/14/2022
(Street)

BOSTON, MA 02116
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 10/14/2022  U(1)(2)  7250 (2)D (2)0 I See footnote (3)(4)
Common Stock 10/14/2022  U(1)  7500226 (1)D (1)0 I See footnote (3)(5)
Common Stock 10/14/2022  U(1)  1511425 (1)D (1)0 I See footnote (4)(6)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy) $20.00 10/14/2022  D (1)(7)    17533   (7) (7)Common Stock 17533  (7)0 I See footnote (3)(4)
Stock Option (Right to Buy) $25.35 10/14/2022  D (1)(7)    8375   (7) (7)Common Stock 8375  (7)0 I See footnote (3)(4)
Stock Option (Right to Buy) $6.12 10/14/2022  D (1)(7)    6750   (7) (7)Common Stock 6750  (7)0 I See footnote (3)(4)

Explanation of Responses:
(1) This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 31, 2022, by and among Forma Therapeutics Holdings, Inc. (the "Issuer"), Novo Nordisk A/S (the "Parent"), and NNUS New Dev, Inc., a wholly owned indirect subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub completed a cash tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer (the "Merger"), effective as of October 14, 2022 (the "Effective Time"). At the Effective Time, each issued and outstanding Share was cancelled and converted into the right to receive $20.00 in cash (the "Merger Consideration"), subject to withholding of applicable taxes and without interest.
(2) Consists of restricted stock units ("RSUs"), including those RSUs settled into Shares upon vesting. Pursuant to the terms of the Merger Agreement, at the Effective Time, each RSU (whether vested or unvested) that was outstanding immediately prior to the Effective Time, was cancelled and converted into the right to receive, for each Share underlying such RSU, an amount in cash equal to the Merger Consideration, subject to withholding of applicable taxes and without interest.
(3) RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "Fund") and RA Capital Nexus Fund, L.P. (the "Nexus Fund"). The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. The Adviser, the Adviser GP, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein.
(4) Under Dr. Kolchinsky's arrangement with the Adviser, Dr. Kolchinsky holds the option and RSUs for the benefit of the Fund and the Nexus Fund. Dr. Kolchinsky is obligated to turn over to the Adviser any net cash or stock received upon sale of the common stock underlying the option and RSUs, which will offset advisory fees owed by the Fund and the Nexus Fund to the Adviser. The Reporting Persons therefore disclaim beneficial ownership of the option and RSUs and respective underlying common stock except to the extent of their pecuniary interest.
(5) Held by the Fund.
(6) Held by the Nexus Fund.
(7) Pursuant to the terms of the Merger Agreement, at the Effective Time, each option (whether vested or unvested) that was outstanding and unexercised immediately prior to the Effective Time, was cancelled and converted into the right to receive, for each Share underlying such option, an amount in cash equal to the excess, if any, of the Merger Consideration over the exercise price per share of such option. Each option that was outstanding and unexercised immediately prior to the Effective Time which had a per share exercise price greater than or equal to the Merger Consideration was cancelled with no consideration payable.

Remarks:
Dr. Peter Kolchinsky, a Managing Partner of the Adviser, serves on the Issuer's board of directors.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
RA CAPITAL MANAGEMENT, L.P.
200 BERKELEY STREET, 18TH FLOOR
BOSTON, MA 02116
XX

RA Capital Healthcare Fund LP
C/O RA CAPITAL MANAGEMENT, L.P.
200 BERKELEY STREET, 18TH FLOOR
BOSTON, MA 02116

X

Kolchinsky Peter
C/O RA CAPITAL MANAGEMENT, L.P.
200 BERKELEY STREET, 18TH FLOOR
BOSTON, MA 02116

X

Shah Rajeev M.
C/O RA CAPITAL MANAGEMENT, L.P.
200 BERKELEY STREET, 18TH FLOOR
BOSTON, MA 02116

X


Signatures
/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P.10/14/2022
**Signature of Reporting PersonDate

/s/ Peter Kolchinsky, Manager of RA Capital Healthcare Fund GP, LLC, the General Partner of RA Capital Healthcare Fund, L.P.10/14/2022
**Signature of Reporting PersonDate

/s/ Peter Kolchinsky, individually10/14/2022
**Signature of Reporting PersonDate

/s/ Rajeev Shah, individually10/14/2022
**Signature of Reporting PersonDate


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.
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