0000950170-23-032871.txt : 20230713 0000950170-23-032871.hdr.sgml : 20230713 20230713171530 ACCESSION NUMBER: 0000950170-23-032871 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230711 FILED AS OF DATE: 20230713 DATE AS OF CHANGE: 20230713 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AFEYAN NOUBAR CENTRAL INDEX KEY: 0001222012 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38473 FILM NUMBER: 231087406 MAIL ADDRESS: STREET 1: C/O FLAGSHIP PIONEERING, INC. STREET 2: 55 CAMBRIDGE PARKWAY, SUITE 800E CITY: CAMBRIDGE STATE: MA ZIP: 02142 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Flagship Pioneering Inc. CENTRAL INDEX KEY: 0001400240 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38473 FILM NUMBER: 231087409 BUSINESS ADDRESS: STREET 1: 55 CAMBRIDGE PARKWAY, SUITE 800E CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 617 868-1888 MAIL ADDRESS: STREET 1: 55 CAMBRIDGE PARKWAY, SUITE 800E CITY: CAMBRIDGE STATE: MA ZIP: 02142 FORMER NAME: FORMER CONFORMED NAME: Flagship Ventures Management, Inc. DATE OF NAME CHANGE: 20070522 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Flagship Ventures Fund IV, L.P. CENTRAL INDEX KEY: 0001503559 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38473 FILM NUMBER: 231087412 BUSINESS ADDRESS: STREET 1: 55 CAMBRIDGE PARKWAY, 8TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 617-868-1888 MAIL ADDRESS: STREET 1: 55 CAMBRIDGE PARKWAY, 8TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Flagship Ventures Fund IV General Partner LLC CENTRAL INDEX KEY: 0001508051 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38473 FILM NUMBER: 231087413 BUSINESS ADDRESS: STREET 1: 55 CAMBRIDGE PARKWAY, SUITE 800E CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 617-868-1888 MAIL ADDRESS: STREET 1: 55 CAMBRIDGE PARKWAY, SUITE 800E CITY: CAMBRIDGE STATE: MA ZIP: 02142 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Flagship Pioneering Fund VII General Partner LLC CENTRAL INDEX KEY: 0001805917 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38473 FILM NUMBER: 231087408 BUSINESS ADDRESS: STREET 1: 55 CAMBRIDGE PARKWAY STREET 2: 8TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 617-868-1888 MAIL ADDRESS: STREET 1: 55 CAMBRIDGE PARKWAY STREET 2: 8TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 FORMER NAME: FORMER CONFORMED NAME: Flagship Pioneering - Origination Fund VII General Partner LLC DATE OF NAME CHANGE: 20200309 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Nutritional Health LTP Fund General Partner LLC CENTRAL INDEX KEY: 0001780951 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38473 FILM NUMBER: 231087411 BUSINESS ADDRESS: STREET 1: 55 CAMBRIDGE PARKWAY, 8TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 617-868-1888 MAIL ADDRESS: STREET 1: 55 CAMBRIDGE PARKWAY, 8TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Nutritional Health LTP Fund, L.P. CENTRAL INDEX KEY: 0001780956 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38473 FILM NUMBER: 231087410 BUSINESS ADDRESS: STREET 1: 55 CAMBRIDGE PARKWAY, 8TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 617-868-1888 MAIL ADDRESS: STREET 1: 55 CAMBRIDGE PARKWAY, 8TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Flagship Pioneering Fund VII, L.P. CENTRAL INDEX KEY: 0001805916 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38473 FILM NUMBER: 231087407 BUSINESS ADDRESS: STREET 1: 55 CAMBRIDGE PARKWAY STREET 2: 8TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 617-868-1888 MAIL ADDRESS: STREET 1: 55 CAMBRIDGE PARKWAY STREET 2: 8TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 FORMER NAME: FORMER CONFORMED NAME: Flagship Pioneering - Origination Fund VII, L.P. DATE OF NAME CHANGE: 20200309 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Evelo Biosciences, Inc. CENTRAL INDEX KEY: 0001694665 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 465594527 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 620 MEMORIAL DRIVE SUITE 500 CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 617-577-0300 MAIL ADDRESS: STREET 1: 620 MEMORIAL DRIVE SUITE 500 CITY: CAMBRIDGE STATE: MA ZIP: 02139 4 1 ownership.xml 4 X0407 4 2023-07-11 0001694665 Evelo Biosciences, Inc. EVLO 0001508051 Flagship Ventures Fund IV General Partner LLC C/O FLAGSHIP PIONEERING INC. 55 CAMBRIDGE PARKWAY, SUITE 800E CAMBRIDGE MA 02142 false false true false 0001503559 Flagship Ventures Fund IV, L.P. 55 CAMBRIDGE PARKWAY, SUITE 800E CAMBRIDGE MA 02142 false false true false 0001780951 Nutritional Health LTP Fund General Partner LLC 55 CAMBRIDGE PARKWAY, SUITE 800E CAMBRIDGE MA 02142 false false true false 0001780956 Nutritional Health LTP Fund, L.P. 55 CAMBRIDGE PARKWAY, SUITE 800E CAMBRIDGE MA 02142 false false true false 0001400240 Flagship Pioneering Inc. 55 CAMBRIDGE PARKWAY, SUITE 800E CAMBRIDGE MA 02142 false false true false 0001805917 Flagship Pioneering Fund VII General Partner LLC 55 CAMBRIDGE PARKWAY, SUITE 800E CAMBRIDGE MA 02142 false false true false 0001805916 Flagship Pioneering Fund VII, L.P. 55 CAMBRIDGE PARKWAY, SUITE 800E CAMBRIDGE MA 02142 false false true false 0001222012 AFEYAN NOUBAR 55 CAMBRIDGE PARKWAY, SUITE 800E CAMBRIDGE MA 02142 false false true false false Common Stock 2023-07-11 4 P false 1082251 2.31 A 1461795 I By Flagship Ventures Fund IV, L.P. Common Stock 2023-07-11 4 P false 1082251 2.31 A 1493241 I By Nutritional Health LTP Fund, L.P. Common Stock 2023-07-11 4 P false 3246753 2.31 A 3931685 I By Flagship Pioneering Fund VII, L.P. Common Stock 94371 I By Flagship Ventures Fund IV-Rx, L.P. Common Stock 274766 I By Flagship Ventures Opportunities Fund I, L.P. Common Stock 34219 I By Flagship VentureLabs IV LLC Common Stock 132282 I By Flagship VentureLabs V LLC Common Stock 210064 I By Flagship Ventures Fund V, L.P. Common Stock 80494 I By Flagship V VentureLabs Rx Fund, L.P. Common Stock 39798 I By Nutritional Health Side Fund, L.P. Common Stock 179909 I By Nutritional Health Disruptive Innovation Fund, L.P. On July 11, 2023, Flagship Ventures Fund IV, L.P. ("Flagship Fund IV"), Nutritional Health LTP Fund, L.P. ("Nutritional LTP") and Flagship Pioneering Fund VII, L.P. ("Flagship Fund VII") acquired 1,082,251 shares, 1,082,251 shares and 3,246,753 shares, respectively, of the Issuer's Common Stock in a private placement at a price of $2.31 per share. Shares held by 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. ("Dr. Afeyan") 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. Shares held by Nutritional LTP. Nutritional Health LTP Fund General Partner LLC ("Nutritional LTP GP") is the general partner of Nutritional LTP. Flagship Pioneering, Inc. ("Flagship Pioneering") is the manager of Nutritional LTP GP. Dr. Afeyan is the Chief Executive Officer, director and sole stockholder of Flagship Pioneering. Each of the reporting persons except for Nutritional LTP disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein. Shares held by Flagship Fund VII. Flagship Pioneering Fund VII General Partner LLC ("Flagship Fund VII GP") is the general partner of Flagship Fund VII. Flagship Pioneering is the manager of Flagship Fund VII GP. Each of the reporting persons except for Flagship Fund VII disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein. 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. 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. 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. Dr. Afeyan is the sole manager of Flagship Opportunities GP. Each of the reporting persons except for Flagship Opportunities I disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein. Shares held by Flagship VentureLabs IV, LLC ("VentureLabs IV"). Flagship Fund IV is the manager of VentureLabs IV. 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. Shares held by Flagship VentureLabs V LLC ("VentureLabs V"). Flagship VentureLabs V Manager LLC ("VentureLabs V Manager") serves as manager of VentureLabs V. Flagship Pioneering is the manager of VentureLabs V Manager. Each of the reporting persons except for VentureLabs V disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein. Shares held by Flagship Ventures Fund V, L.P. ("Flagship Fund V"). Flagship Ventures Fund V General Partner LLC ("Flagship Fund V GP") is the general partner of Flagship Fund V. Dr. Afeyan serves as sole manager of Flagship Fund V. Each of the reporting persons except for Flagship Fund V disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein. Shares held by Flagship V VentureLabs Rx Fund, L.P. ("VentureLabs Rx V"). Flagship Fund V GP is the general partner of VentureLabs Rx V. Each of the reporting persons except for VentureLabs Rx V disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein. Shares held by Nutritional Health Side Fund, L.P. ("Nutritional Health Side Fund"). Flagship Fund V GP is the general partner of Nutritional Health Side Fund. Each of the reporting persons except for Nutritional Health Side Fund disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein. Shares held by Nutritional Health Disruptive Innovation Fund, L.P. ("Nutritional Innovation Fund"). Flagship Fund V GP is the general partner of Nutritional Innovation Fund. Each of the reporting persons except for Nutritional Innovation Fund disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein. On June 29, 2023, the Issuer effected a 1-for-20 reverse stock split of its common stock (the "Reverse Stock Split"). The share amounts reported herein have been adjusted to reflect the Reverse Stock Split. Flagship Ventures Fund IV General Partner LLC, By: /s/ Noubar B. Afeyan, Ph.D., Name: Noubar B. Afeyan, Ph.D., Title: Manager 2023-07-13 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 2023-07-13 Nutritional Health LTP Fund General Partner LLC, By: Flagship Pioneering, Inc., its manager, By: /s/ Noubar B. Afeyan, Name: Noubar B. Afeyan, Ph.D., Title: Chief Executive Officer 2023-07-13 Nutritional Health LTP Fund, L.P., By: Nutritional Health LTP Fund General Partner LLC, its general partner, By: Flagship Pioneering, Inc., its manager, By: /s/ Noubar B. Afeyan, Name: Noubar B. Afeyan, Ph.D., Title: Chief Executive Officer 2023-07-13 Flagship Pioneering, Inc. By: /s/ Noubar B. Afeyan, Name: Noubar B. Afeyan, Ph.D., Title: Chief Executive Officer 2023-07-13 Flagship Pioneering Fund VII General Partner LLC, By: Flagship Pioneering, Inc., its manager, By: /s/ Noubar B. Afeyan, Name: Noubar B. Afeyan, Ph.D., Title: Chief Executive Officer 2023-07-13 Flagship Pioneering Fund VII, L.P., By: Flagship Pioneering Fund VII General Partner LLC, its general partner, By: Flagship Pioneering, Inc., its manager, By: /s/ Noubar B. Afeyan, Name: Noubar B. Afeyan, Ph.D., Title: Chief Executive Officer 2023-07-13 Noubar B. Afeyan, Ph.D. By: /s/ Noubar B. Afeyan, Ph.D. 2023-07-13