SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Abingworth LLP

(Last)

(First)

(Middle)

38 JERMYN STREET

(Street)

LONDON

SW1Y 6DN

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/15/2015

3. Issuer Name and Ticker or Trading Symbol
CHIASMA, INC [ CHMA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series D' Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock⁽²⁾	1,642,575	⁽¹⁾	I⁽³⁾	See Note⁽³⁾
Series E Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock⁽²⁾	438,020	⁽⁴⁾	I⁽³⁾	See Note⁽³⁾
Warrants (Right to Purchase)	⁽⁵⁾	⁽⁵⁾	Common Stock⁽²⁾	410,642	⁽⁵⁾	I⁽³⁾	See Note⁽³⁾
Warrants (Right to Purchase)	⁽⁶⁾	⁽⁶⁾	Common Stock⁽²⁾	109,504	⁽⁶⁾	I⁽³⁾	See Note⁽³⁾

Explanation of Responses:

1. The Series D' Convertible Preferred Stock is convertible into the Issuer's Common Stock on a 1-for-9.132 (after reverse stock split) basis without payment of further consideration and has no expiration date. Each share will automatically convert into the Issuer's Common Stock concurrently with the completion of the Issuer's initial public offering of Common Stock.

2. Reflects a 1-for-9.132 reverse stock split effected on June 30, 2015.

3. The shares are held by Abingworth Bioventures V, LP ("Abingworth"). Abingworth Bioventures V GP LP ("Abingworth GP") serves as the general partner of Abingworth. Abingworth General Partner V LLP, serves as the general partner of Abingworth GP. Abingworth (acting by its general partner Abingworth GP, acting by its general partner Abingworth General Partner V LLP) has delegated to Abingworth LLP all investment and dispositive power over the securities held by Abingworth. The reporting person holds the reported securities indirectly through Abingworth. The reporting person disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein. This report shall not be deemed an admission that the reporting person, Abingworth or any other person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

4. The Series E Convertible Preferred Stock is convertible into the Issuer's Common Stock on a 1-for-9.132 (after reverse stock split) basis without payment of further consideration and has no expiration date. Each share will automatically convert into the Issuer's Common Stock concurrently with the completion of the Issuer's initial public offering of Common Stock.

5. Abingworth has the right to purchase shares of the Issuer's Common Stock under the Series D' Convertible Preferred Stock Purchase Agreement at a price of $0.09, which right to purchase is currently exercisable and expires with regards to half of the shares on March 28, 2022 and with regards to the other half of the shares on October 22, 2022. Each Warrant will automatically convert into the Issuer's Common Stock concurrently with the completion of the Issuer's initial public offering of Common Stock.

6. Abingworth has the right to purchase shares of the Issuer's Common Stock under the Series E Convertible Preferred Stock Purchase Agreement at a price of $9.13, which right to purchase is currently exercisable and expires on December 15, 2024. Each Warrant will automatically convert into the Issuer's Common Stock concurrently with the completion of the Issuer's initial public offering of Common Stock.

	/s/ James Abell	07/16/2015
	** 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 5 (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).
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