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^*

Flagship Ventures Fund V General Partner LLC

(Last)

(First)

(Middle)

55 CAMBRIDGE PARKWAY, SUITE 800E

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/27/2019

3. Issuer Name and Ticker or Trading Symbol
Kaleido Biosciences, Inc. [ KLDO ]

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

X	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)

	Form filed by One Reporting Person
X	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)
Common Stock	2,500,000	I	See Footnote⁽¹⁾

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 A Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	1,545,852	⁽²⁾	I	See Footnote⁽³⁾
Series A Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	4,637,555	⁽²⁾	I	See Footnote⁽⁴⁾
Series A-1 Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	426,240	⁽⁵⁾	I	See Footnote⁽³⁾
Series A-1 Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	639,360	⁽⁵⁾	I	See Footnote⁽⁶⁾
Series B Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	321,337	⁽⁷⁾	I	See Footnote⁽³⁾
Series B Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	964,010	⁽⁷⁾	I	See Footnote⁽⁴⁾
Series B Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	1,285,347	⁽⁷⁾	I	See Footnote⁽⁸⁾
Series C Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	625,625	⁽⁹⁾	I	See Footnote⁽⁴⁾
Series C Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	625,625	⁽⁹⁾	I	See Footnote⁽⁸⁾

1. Name and Address of Reporting Person^*

Flagship Ventures Fund V General Partner LLC

(Last)

(First)

(Middle)

55 CAMBRIDGE PARKWAY, SUITE 800E

(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 V, L.P.

(Last)

(First)

(Middle)

55 CAMBRIDGE PARKWAY, SUITE 800E

(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 VentureLabs V LLC

(Last)

(First)

(Middle)

55 CAMBRIDGE PARKWAY, SUITE 800E

(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 VentureLabs V Manager LLC

(Last)

(First)

(Middle)

55 CAMBRIDGE PARKWAY, SUITE 800E

(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 Pioneering Inc.

(Last)

(First)

(Middle)

55 CAMBRIDGE PARKWAY, SUITE 800E

(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^*

Nutritional Health Disruptive Innovation Fund, L.P.

(Last)

(First)

(Middle)

55 CAMBRIDGE PARKWAY, SUITE 800E

(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^*

Nutritional Health Side Fund, L.P.

(Last)

(First)

(Middle)

55 CAMBRIDGE PARKWAY, SUITE 800E

(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 Opportunities Fund I, L.P.

(Last)

(First)

(Middle)

55 CAMBRIDGE PARKWAY, SUITE 800E

(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 Opportunities Fund I General Partner LLC

(Last)

(First)

(Middle)

55 CAMBRIDGE PARKWAY, SUITE 800E

(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^*

AFEYAN NOUBAR

(Last)

(First)

(Middle)

55 CAMBRIDGE PARKWAY, SUITE 800E

(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)

Explanation of Responses:

1. Shares held by Flagship VentureLabs V LLC ("VentureLabs V"). Flagship Ventures Fund V, L.P. ("Flagship Fund V") is a member of VentureLabs V. Flagship Ventures Fund V General Partner LLC ("Flagship Fund V GP") is the general partner of Flagship Fund V. Flagship VentureLabs V Manager LLC ("VentureLabs V Manager") serves as manager of VentureLabs V. Flagship Pioneering, Inc. ("Flagship Pioneering") is the manager of VentureLabs V Manager. Noubar B. Afeyan, Ph.D. serves as sole manager of Flagship Fund V GP and as sole director of Flagship Pioneering. Each of these entities and Noubar B. Afeyan, Ph.D. may be deemed to share voting and investment power with respect to all shares held by VentureLabs V. Each of the reporting persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein.

2. Each share of Series A Preferred Stock is convertible into shares of the Issuer's common stock, $0.001 par value per share ("Common Stock") on a one-for-two basis. Upon the closing of the Issuer's initial public offering, all shares of Series A Preferred Stock will convert into shares of Common Stock of the Issuer. The Series A Preferred Stock has no expiration date.

3. Shares held by Flagship Fund V. Flagship Fund V GP is the general partner of Flagship Fund V. Noubar B. Afeyan, Ph.D. serves as sole manager of Flagship Fund V GP and may be deemed to possess sole voting and investment power with respect to all shares held by Flagship Fund V. Each of the reporting persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein.

4. 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. Noubar B. Afeyan, Ph.D.serves as sole manager of Flagship Fund V GP and may be deemed to possess sole voting and investment power with respect to all shares held by Nutritional Innovation Fund. Each of the reporting persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein.

5. Each share of Series A-1 Preferred Stock is convertible into shares of the Issuer's Common Stock on a one-for-two basis. Upon the closing of the Issuer's initial public offering, all shares of Series A-1 Preferred Stock will convert into shares of Common Stock of the Issuer. The Series A-1 Preferred Stock has no expiration date.

6. 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. Noubar B. Afeyan, Ph.D.serves as sole manager of Flagship Fund V GP and may be deemed to possess sole voting and investment power with respect to all shares held by Nutritional Health Side Fund. Each of the reporting persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein.

7. Each share of Series B Preferred Stock is convertible into shares of the Issuer's Common Stock on a one-for-two basis. Upon the closing of the Issuer's initial public offering, all shares of Series B Preferred Stock will convert into shares of Common Stock of the Issuer. The Series B Preferred Stock has no expiration date.

8. 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. Noubar B. Afeyan, Ph.D. serves as sole manager of Flagship Opportunities GP and may be deemed to possess sole voting and investment power with respect to all shares held by Flagship Opportunities I. Each of the reporting persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein.

9. Each share of Series C Preferred Stock is convertible into shares of the Issuer's Common Stock on a one-for-two basis. Upon the closing of the Issuer's initial public offering, all shares of Series C Preferred Stock will convert into shares of Common Stock of the Issuer. The Series C Preferred Stock has no expiration date.

Remarks:

Due to limitations of the electronic filing system, each of Flagship Ventures Fund IV General Partner LLC, Flagship Ventures Fund IV, L.P., Flagship VentureLabs IV LLC, Flagship Ventures 2007 General Partner LLC, Flagship Ventures Fund 2007, L.P., Cadena LLC, Edwin M. Kania Jr. and Noubar B. Afeyan, Ph.D. are filing a separate Form 3 with respect to securities of the Issuer.

	Flagship Ventures Fund V General Partner LLC, By: /s/ Noubar B. Afeyan, Name: Noubar B. Afeyan, Ph.D., Title: Manager	02/27/2019
	Flagship Ventures Fund V, L.P., By: Flagship Ventures Fund V General Partner LLC, its general partner, By: /s/ Noubar B. Afeyan, Name: Noubar B. Afeyan, Ph.D., Title: Manager	02/27/2019
	Flagship Pioneering, Inc., By: /s/ Noubar B. Afeyan, Name: Noubar B. Afeyan, Ph.D., Title: Sole Director	02/27/2019
	Flagship VentureLabs V Manager LLC, By: Flagship Pioneering, Inc., its manager, By: /s/ Noubar B. Afeyan, Name: Noubar B. Afeyan, Ph.D., Title: Sole Director	02/27/2019
	Flagship VentureLabs V LLC, By: Flagship VentureLabs V Manager LLC, its manager, By: Flagship Pioneering, Inc., its manager By: Noubar B. Afeyan, Name: Noubar B. Afeyan, Ph.D., Title: Sole Director	02/27/2019
	Nutritional Health Disruptive Innovation Fund, L.P., By: Flagship Ventures Fund V General Partner LLC, its general partner, By: /s/ Noubar B. Afeyan, Name: Noubar B. Afeyan, Ph.D., Title: Manager	02/27/2019
	Nutritional Health Side Fund, L.P., By: Flagship Ventures Fund V General Partner LLC, its general partner, By: /s/ Noubar B. Afeyan, Name: Noubar B. Afeyan, Ph.D., Title: Manager	02/27/2019
	Flagship Ventures Opportunities Fund I General Partner LLC, By: /s/ Noubar B. Afeyan, Name: Noubar B. Afeyan, Ph.D., Title: Manager	02/27/2019
	Flagship Ventures Opportunities Fund I, L.P. By: Flagship Ventures Opportunities Fund I General Partner LLC, its general partner By: /s/ Noubar B. Afeyan, Name: Noubar B. Afeyan, Ph.D., Title: Manager	02/27/2019
	/s/ Noubar B. Afeyan, Ph.D.	02/27/2019
	** 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).
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