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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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^*

Tananbaum James B.

(Last)

(First)

(Middle)

C/O GEMINI THERAPEUTICS, INC.

300 ONE KENDALL SQUARE, 3RD FLOOR

(Street)

CAMBRIDGE,

02139

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Gemini Therapeutics, Inc. /DE [ GMTX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2021

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/05/2021		A⁽¹⁾		1,500,000	A	$10	1,500,000	I	See Footnote⁽²⁾
Common Stock	02/05/2021		C		2,928,750	A	$0	2,928,750	I	See Footnote⁽²⁾
Common Stock								441,500	I	See Footnote⁽²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	$0	02/05/2021		C⁽³⁾			2,928,750	⁽³⁾	⁽³⁾	Common Stock	2,928,750	$0	0	I	See Footnote⁽²⁾

Explanation of Responses:

1. Shares of common stock obtained in private placement of public securities ("PIPE") on February 5, 2021.

2. These shares of the Issuer's common stock are held of record by FS Development Holdings, LLC ("FSD Holdings"). Foresite Capital Management V LLC and Foresite Capital Opportunity Management V, LLC are general partners, respectively, of Foresite Capital Fund V, L.P. and Foresite Capital Opportunity Fund V, L.P., the sole shareholders of FSD Holdings. Dr. Tananbaum, in his capacity as managing member of each of the general partners, may be deemed to have voting and investment discretion over these shares. Dr. Tananbaum disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein.

3. In connection with the closing of Gemini Therapeutics, Inc.'s (formerly known as FS Development Corp.) business combination, shares of Class B Common Stock of FS Development Corp. converted into common stock of the Issuer.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Jason Meyenburg, attorney-in-fact	02/09/2021
	** 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).
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