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*
Butler Thomas Andrew

(Last) (First) (Middle)
C/O BIOMEA FUSION, INC.
726 MAIN ST

(Street)
REDWOOD CITY CA 94063

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/15/2021
3. Issuer Name and Ticker or Trading Symbol
Biomea Fusion, Inc. [ BMEA ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
CEO
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 2,182,671 I See Footnote(1)
Common Stock 100,928 I See Footnote(2)
Common Stock 310,736 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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) (3) 01/07/2031 Common Stock 242,656 $5.1369 D
Stock Option (Right to Buy) (4) 01/07/2031 Common Stock 477,360 $7.5023 D
Explanation of Responses:
1. The shares are held directly by Biomea Health, LLC. Thomas Butler holds 50% ownership of Biomea Health LLC as reported in table 1 above. Rainer M Erdtmann and Thomas Butler are members of Biomea Health, LLC and as a result may be deemed to share beneficial ownership of the securities held by Biomea Health LLC.
2. The shares are held directly by Point Sur Investors, LLC. Thomas Butler holds 50% ownership of Biomea Health LLC as reported in table 1 above. Rainer M Erdtmann and Thomas Butler are the managing members of Point Sur Investors, LLC and as a result may be deemed to share beneficial ownership of the securities held by Point Sur Investors, LLC.
3. The stock options vest as to 1/16th at the end of the third month following September 1, 2020 and quarterly thereafter.
4. The stock options vest as to 1/16th at the end of the third month following February 10, 2021 and quarterly thereafter.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Sunny Lee Ryan, as Attorney-in-fact for Thomas Butler 04/15/2021
** 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 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.
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