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^*

AFEYAN NOUBAR

(Last)

(First)

(Middle)

1 MEMORIAL DRIVE, 7TH FLOOR

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Seres Therapeutics, Inc. [ MCRB ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/25/2015

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

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. 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, $0.001 par value	06/26/2015		C		8,822,420	A	⁽⁴⁾	8,822,420	I	See Footnote⁽¹⁾
Common Stock, $0.001 par value	06/26/2015		C		2,205,603	A	⁽⁴⁾	2,205,603	I	See Footnote⁽²⁾
Common Stock, $0.001 par value	06/26/2015		C		599,297	A	⁽⁴⁾	599,297	I	See Footnote⁽³⁾
Common Stock, $0.001 par value								3,055,556	I	See Footnote⁽⁶⁾

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)
Series A Convertible Preferred Stock	⁽⁴⁾	06/26/2015		C			6,105,362	⁽⁴⁾	⁽⁴⁾	Common Stock	6,105,362	$0.00	0	I	See Footnote⁽¹⁾
Series A Convertible Preferred Stock	⁽⁴⁾	06/26/2015		C			1,526,338	⁽⁴⁾	⁽⁴⁾	Common Stock	1,526,338	$0.00	0	I	See Footnote⁽²⁾
Series A Convertible Preferred Stock	⁽⁴⁾	06/26/2015		C			599,297	⁽⁴⁾	⁽⁴⁾	Common Stock	599,297	$0.00	0	I	See Footnote⁽³⁾
Series A-2 Convertible Preferred Stock	⁽⁴⁾	06/26/2015		C			898,877	⁽⁴⁾	⁽⁴⁾	Common Stock	898,877	$0.00	0	I	See Footnote⁽¹⁾
Series A-2 Convertible Preferred Stock	⁽⁴⁾	06/26/2015		C			224,719	⁽⁴⁾	⁽⁴⁾	Common Stock	224,719	$0.00	0	I	See Footnote⁽²⁾
Series B Convertible Preferred Stock	⁽⁴⁾	06/26/2015		C			1,818,181	⁽⁴⁾	⁽⁴⁾	Common Stock	1,818,181	$0.00	0	I	See Footnote⁽¹⁾
Series B Convertible Preferred Stock	⁽⁴⁾	06/26/2015		C			454,546	⁽⁴⁾	⁽⁴⁾	Common Stock	454,546	$0.00	0	I	See Footnote⁽²⁾
Stock Option (right to buy)	$18	06/25/2015		A		15,000		⁽⁵⁾	06/24/2025	Common Stock	15,000	$0.00	15,000	I	See Footnote⁽⁵⁾

1. Name and Address of Reporting Person^*

AFEYAN NOUBAR

(Last)

(First)

(Middle)

1 MEMORIAL DRIVE, 7TH FLOOR

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Flagship Ventures Fund 2007, L.P.

(Last)

(First)

(Middle)

1 MEMORIAL DRIVE, 7TH FLOOR

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Flagship Ventures Fund IV, L.P.

(Last)

(First)

(Middle)

1 MEMORIAL DRIVE, 7TH FLOOR

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Flagship Ventures Fund IV-Rx, L.P.

(Last)

(First)

(Middle)

1 MEMORIAL DRIVE, 7TH FLOOR

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Flagship Ventures 2007 General Partner LLC

(Last)

(First)

(Middle)

1 MEMORIAL DRIVE, 7TH FLOOR

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Flagship Ventures Fund IV General Partner LLC

(Last)

(First)

(Middle)

1 MEMORIAL DRIVE, 7TH FLOOR

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

KANIA EDWIN M JR

(Last)

(First)

(Middle)

1 MEMORIAL DRIVE, 7TH FLOOR

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. 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. and Edwin M. Kania, Jr. are the managers of Flagship Fund IV GP and each of these individuals may be deemed to share voting and investment power with respect to all shares held by Flagship Fund IV. Each of the filing persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein.

2. Held by Flagship Ventures Fund IV-Rx, L.P. ("Flagship IV-Rx"). Flagship Fund IV GP is the general partner of Flagship IV Rx. Noubar B. Afeyan, Ph.D. and Edwin M. Kania, Jr. are the managers of Flagship Fund IV GP and each of these individuals may be deemed to share voting and investment power with respect to all shares held by Flagship IV-Rx. Each of the filing persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein.

3. Held by Flagship Ventures Fund 2007, L.P. ("Flagship 2007"). Flagship Ventures 2007 General Partner LLC ("Flagship 2007 LLC") is the general partner of Flagship 2007. Noubar B. Afeyan, Ph.D. and Edwin M. Kania, Jr. are the managers of Flagship 2007 LLC and each of these individuals may be deemed to share voting and investment power with respect to all shares held by Flagship 2007. Each of the filing persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein.

4. Each class of preferred stock converted into Common Stock on a one-for-one basis upon the listing of the issuer's securities on The NASDAQ Global Select Exchange and had no expiration date.

5. Held by Noubar B. Afeyan, Ph.D. The option will vest as to 25% of the shares on June 25, 2016. The remainder of the shares will vest in 12 equal monthly installments.

6. Held by Flagship VentureLabs IV LLC ("Flagship VentureLabs"). Flagship Fund IV is a member of Flagship VentureLabs and also serves as its manager. Flagship Fund IV GP is the general partner of Flagship Fund IV. Noubar B. Afeyan, Ph.D. and Edwin M. Kania, Jr. are the managers of Flagship Fund IV GP. Each of these individuals and entities may be deemed to share voting and investment power with respect to all shares held by Flagship VentureLabs. Each of the filing persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

Remarks:

	FLAGSHIP VENTURES FUND 2007, L.P., By: Flagship Ventures 2007 General Partner, LLC, By: /s/ Noubar Afeyan, Name: Noubar B. Afeyan, Title: Manager	06/26/2015
	FLAGSHIP VENTURES 2007 GENERAL PARTNER, LLC, By: /s/ Noubar Afeyan, Name: Noubar B. Afeyan, Title: Manager	06/26/2015
	FLAGSHIP VENTURES FUND IV, L.P., By: Flagship Ventures Fund IV General Partner, LLC, By: /s/ Noubar Afeyan, Name: Noubar B. Afeyan, Title: Manager	06/26/2015
	FLAGSHIP VENTURES FUND IV GENERAL PARTNER LLC, By: /s/ Noubar Afeyan, Name: Noubar B. Afeyan, Title: Manager	06/26/2015
	FLAGSHIP VENTURES FUND IV-RX, L.P., By: Flagship Ventures 2007 General Partner, LLC, By: /s/ Noubar Afeyan, Name: Noubar B. Afeyan, Title: Manager	06/26/2015
	FLAGSHIP VENTURELABS IV, LLC, By: Flagship Ventures Fund IV General Partner LLC, By: /s/ Noubar Afeyan	06/26/2015
	NOUBAR B. AFEYAN, PH.D, /s/ Noubar Afeyan	06/26/2015
	EDWIN M. KANIA, JR., /s/ Edwin Kania, Jr.	06/26/2015
	** 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 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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