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*
GOTTSCHALK ADRIAN

(Last) (First) (Middle)
500 TECHNOLOGY SQUARE
STE #700

(Street)
CAMBRIDGE MA 02139

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Foghorn Therapeutics Inc. [ FHTX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/10/2022
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)
Code V Amount (A) or (D) Price
Common Stock 02/10/2022(1) G(2) 123,479 D $0.00 23,000 D
Common Stock 02/10/2022(1) G(2) 123,479 A $0.00 448,704 I See Footnote(3)
Common Stock 10/25/2022(1) J(4) 4,371 A $0.00 67,371(5) D
Common Stock 10/25/2022(1) J(4) 4,371 D $0.00 444,333 I See Footnote(6)
Common Stock 02/17/2023 G(7) 4,371 D $0.00 63,000 D
Common Stock 02/17/2023 G(7) 4,371 A $0.00 448,704 I See Footnote(8)
Common Stock 02/17/2023 J(9) 184,939 D $0.00 448,704 I See Footnote(10)
Common Stock 02/17/2023 J(9) 184,939 A $0.00 448,704 I See Footnote(10)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Reported late due to administrative error.
2. On February 10, 2022, the Reporting Person transferred 123,479 shares of the Issuer's Common Stock to the Adrian H. Gottschalk Living Trust dated September 8, 2009. This was a bona fide gift with no payment in consideration.
3. Consists of 300,000 shares held by the Adrian H. Gottschalk 2021 Grantor Retained Annuity Trust dated November 29, 2021, of which the Reporting Person is the trustee and sole current beneficiary, and 148,704 shares held by the Adrian H. Gottschalk Living Trust dated September 8, 2009, of which the Reporting Person is the trustee.
4. Transfer of assets between the Adrian H. Gottschalk 2021 Grantor Retained Annuity Trust dated November 29, 2021, and the Reporting Person.
5. The reported holdings include 40,000 shares of the Issuer's Common Stock acquired by the Reporting Person through an option exercise reported on Form 4 on September 19, 2022.
6. Consists of 295,629 shares held by the Adrian H. Gottschalk 2021 Grantor Retained Annuity Trust dated November 29, 2021, of which the Reporting Person is the trustee and sole current beneficiary, and 148,704 shares held by the Adrian H. Gottschalk Living Trust dated September 8, 2009, of which the Reporting Person is the trustee.
7. On February 17, 2023, the Reporting Person transferred 4,371 shares of the Issuer's Common Stock to the Adrian H. Gottschalk Living Trust dated September 8, 2009. This was a bona fide gift with no payment in consideration.
8. Consists of 295,629 shares held by the Adrian H. Gottschalk 2021 Grantor Retained Annuity Trust dated November 29, 2021, of which the Reporting Person is the trustee and sole current beneficiary, and 153,075 shares held by the Adrian H. Gottschalk Living Trust dated September 8, 2009, of which the Reporting Person is the trustee.
9. Transfer of assets between the the Adrian H. Gottschalk 2021 Grantor Retained Annuity Trust dated November 29, 2021, and the Adrian H. Gottschalk Living Trust dated September 8, 2009.
10. Consists of 110,690 shares held by the Adrian H. Gottschalk 2021 Grantor Retained Annuity Trust dated November 29, 2021, of which the Reporting Person is the trustee and sole current beneficiary, and 338,014 shares held by the Adrian H. Gottschalk Living Trust dated September 8, 2009, of which the Reporting Person is the trustee.
Remarks:
/s /Allan Reine, M.D., Attorney-in-Fact for Adrian Gottschalk 02/22/2023
** 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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