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^*

GOLDFISCHER CARL

(Last)

(First)

(Middle)

11 BELVEDERE AVE

(Street)

BELVEDERE

94920

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Epizyme, Inc. [ EPZM ]

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)
06/05/2013

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)
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	06/05/2013		C		3,426,762	A	⁽¹⁾	3,426,762	I	See Footnote⁽²⁾
Common Stock	06/05/2013		C		65,301	A	⁽¹⁾	3,492,063	I	See Footnote⁽³⁾
Common Stock	06/05/2013		P		163,549	A	$15	3,655,612	I	See Footnote⁽²⁾
Common Stock	06/05/2013		P		3,117	A	$15	3,658,729	I	See Footnote⁽³⁾

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 B Preferred Stock	⁽¹⁾	06/05/2013		C			10,280,288	⁽¹⁾	⁽⁴⁾	Common Stock	3,426,762	$0.00	0	I	See Footnote⁽²⁾
Series B Preferred Stock	⁽¹⁾	06/05/2013		C			195,904	⁽¹⁾	⁽⁴⁾	Common Stock	65,301	$0.00	0	I	See Footnote⁽³⁾
Stock Option (right to buy)	$25.73	06/05/2013		A		17,666		⁽⁵⁾	06/04/2023	Common Stock	17,666	$0.00	17,666	D

Explanation of Responses:

1. Each share of Series B Preferred Stock was automatically converted into 1/3rd of a share of Common Stock upon the closing of the Issuer's initial public offering without payment of consideration.

2. Represents shares held by Bay City Capital Fund V, L.P. ("Fund V"); and indirect interests of Bay City Capital LLC ("BCC"), the manager of Bay City Capital Management V LLC ("Management V"), and Management V, the general partner of Fund V. Dr. Goldfischer is Managing Director of BCC. Dr. Goldfischer, BCC and Management V each disclaims beneficial ownership in such shares, except to the extent of their pecuniary interest therein.

3. Represents shares held by Bay City Capital Fund V Co-Investment Fund, L.P. ("Co-Investment V"); and indirect interests of BCC, the manager of Management V, and Management V, the general partner of Co-Investment V. Dr. Goldfischer is Managing Director of BCC. Dr. Goldfischer, BCC and Management V each disclaims beneficial ownership in such shares, except to the extent of their pecuniary interest therein.

4. Not applicable.

5. Vests in full upon the earlier of (i) the expiration of the Dr. Goldfischer's initial term of office as a director of the Issuer, scheduled to occur on the 2015 annual meeting of the Issuer's stockholders and (ii) June 30, 2015. In the event of a change in control of the Issuer, the vesting schedule of the option will accelerate in full.

Remarks:

	/s/ Carl Goldfischer	06/07/2013
	** 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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