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^*

GOTTSCHALK ADRIAN

(Last)

(First)

(Middle)

500 TECHNOLOGY SQUARE, STE 700

(Street)

CAMBRIDGE

02139

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/22/2020

3. Issuer Name and Ticker or Trading Symbol
Foghorn Therapeutics Inc. [ FHTX ]

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

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

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)
Common Stock	423,479	D

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-2 Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	18,018	⁽¹⁾	I	See Footnote⁽⁵⁾
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	7,207	⁽¹⁾	I	See Footnote⁽⁶⁾
Stock Option (Right to Buy)	⁽²⁾	05/29/2027	Common Stock	481,925	$0.54	D
Stock Option (Right to Buy)	⁽³⁾	02/20/2029	Common Stock	250,697	$3.72	D
Stock Option (Right to Buy)	⁽⁴⁾	08/18/2030	Common Stock	310,810	$8.77	D

Explanation of Responses:

1. Each share of Series A-2 Convertible Preferred Stock and Series B Convertible Preferred Stock (collectively, the "Preferred Stock") is convertible into the number of shares of the Registrant's common stock shown in column 3 and has no expiration date. The Preferred Stock will automatically convert into common stock upon the closing of the Registrant's initial public offering.

2. The option vested as to 25% of the underlying shares of common stock on May 30, 2018, the first anniversary of the of the vesting commencement date, and at a rate of 6.25% of the underlying shares thereafter on the first day of each calendar quarter following such first anniversary until the option is fully vested.

3. The option vested as to 25% of the underlying shares of common stock on January 30, 2020, the first anniversary of the of the vesting commencement date, and at a rate of 6.25% of the underlying shares thereafter on the first day of each calendar quarter following such first anniversary until the option is fully vested.

4. The option shall vest as to 25% of the underlying shares of common stock on August 17, 2021, the first anniversary of the of the vesting commencement date, and at a rate of 6.25% of the underlying shares thereafter on the first day of each calendar quarter following such first anniversary until the option is fully vested.

5. Shares held by the Adrian Gottschalk Trust, of which the Reporting Person is the trustee.

6. Shares held by the Adrian H. Gottschalk Living Trust dated September 8, 2009, of which the Reporting Person is the trustee.

Remarks:

President & Chief Executive Officer Exhibit List: Exhibit 24 - Power of Attorney

	By: /s/ Allan Reine, M.D., Attorney-in-Fact	10/22/2020
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.