0001628280-22-026689.txt : 20221019 0001628280-22-026689.hdr.sgml : 20221019 20221019200843 ACCESSION NUMBER: 0001628280-22-026689 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20221019 FILED AS OF DATE: 20221019 DATE AS OF CHANGE: 20221019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CRANDELL KEITH CENTRAL INDEX KEY: 0001219039 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41536 FILM NUMBER: 221319576 MAIL ADDRESS: STREET 1: 8755 W. HIGGINS ROAD STREET 2: SUITE 1025 CITY: CHICAGO STATE: IL ZIP: 60631 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GILLIS STEVEN CENTRAL INDEX KEY: 0001229592 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41536 FILM NUMBER: 221319574 MAIL ADDRESS: STREET 1: 8755 W. HIGGINS ROAD STREET 2: SUITE 1025 CITY: CHICAGO STATE: IL ZIP: 60631 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Burow Kristina CENTRAL INDEX KEY: 0001569248 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41536 FILM NUMBER: 221319575 MAIL ADDRESS: STREET 1: 8755 W. HIGGINS ROAD STREET 2: SUITE 1025 CITY: CHICAGO STATE: IL ZIP: 60631 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ARCH Venture Fund X, L.P. CENTRAL INDEX KEY: 0001757011 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41536 FILM NUMBER: 221319578 BUSINESS ADDRESS: STREET 1: 8755 W. HIGGINS ROAD, SUITE 1025 CITY: CHICAGO STATE: IL ZIP: 60631 BUSINESS PHONE: 773-380-6600 MAIL ADDRESS: STREET 1: 8755 W. HIGGINS ROAD, SUITE 1025 CITY: CHICAGO STATE: IL ZIP: 60631 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ARCH Venture Fund X Overage, L.P. CENTRAL INDEX KEY: 0001757017 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41536 FILM NUMBER: 221319577 BUSINESS ADDRESS: STREET 1: 8755 W. HIGGINS ROAD, SUITE 1025 CITY: CHICAGO STATE: IL ZIP: 60631 BUSINESS PHONE: 773-380-6600 MAIL ADDRESS: STREET 1: 8755 W. HIGGINS ROAD, SUITE 1025 CITY: CHICAGO STATE: IL ZIP: 60631 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ARCH Venture Partners X Overage, L.P. CENTRAL INDEX KEY: 0001768905 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41536 FILM NUMBER: 221319579 BUSINESS ADDRESS: STREET 1: 8755 W. HIGGINS ROAD, SUITE 1025 CITY: CHICAGO STATE: IL ZIP: 60631 BUSINESS PHONE: 773-380-6600 MAIL ADDRESS: STREET 1: 8755 W. HIGGINS ROAD, SUITE 1025 CITY: CHICAGO STATE: IL ZIP: 60631 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ARCH Venture Partners X, LLC CENTRAL INDEX KEY: 0001769012 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41536 FILM NUMBER: 221319581 BUSINESS ADDRESS: STREET 1: 8755 W. HIGGINS ROAD, SUITE 1025 CITY: CHICAGO STATE: IL ZIP: 60631 BUSINESS PHONE: 773-380-6600 MAIL ADDRESS: STREET 1: 8755 W. HIGGINS ROAD, SUITE 1025 CITY: CHICAGO STATE: IL ZIP: 60631 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ARCH Venture Partners X, L.P. CENTRAL INDEX KEY: 0001782583 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41536 FILM NUMBER: 221319580 BUSINESS ADDRESS: STREET 1: 8755 W. HIGGINS ROAD STREET 2: SUITE 1025 CITY: CHICAGO STATE: IL ZIP: 60631 BUSINESS PHONE: 7733806600 MAIL ADDRESS: STREET 1: 8755 W. HIGGINS ROAD STREET 2: SUITE 1025 CITY: CHICAGO STATE: IL ZIP: 60631 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Prime Medicine, Inc. CENTRAL INDEX KEY: 0001894562 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 21 ERIE ST. CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 617-465-0013 MAIL ADDRESS: STREET 1: 21 ERIE ST. CITY: CAMBRIDGE STATE: MA ZIP: 02139 3 1 wf-form3_166622450696902.xml FORM 3 X0206 3 2022-10-19 0 0001894562 Prime Medicine, Inc. PRME 0001769012 ARCH Venture Partners X, LLC 8755 WEST HIGGINS ROAD, SUITE 1025 CHICAGO IL 60631 0 0 1 0 0001782583 ARCH Venture Partners X, L.P. 8755 WEST HIGGINS ROAD, SUITE 1025 CHICAGO IL 60631 0 0 1 0 0001768905 ARCH Venture Partners X Overage, L.P. 8755 WEST HIGGINS ROAD, SUITE 1025 CHICAGO IL 60631 0 0 1 0 0001757011 ARCH Venture Fund X, L.P. 8755 WEST HIGGINS ROAD, SUITE 1025 CHICAGO IL 60631 0 0 1 0 0001757017 ARCH Venture Fund X Overage, L.P. 8755 WEST HIGGINS ROAD, SUITE 1025 CHICAGO IL 60631 0 0 1 0 0001219039 CRANDELL KEITH 8755 WEST HIGGINS ROAD, SUITE 1025 CHICAGO IL 60631 0 0 1 0 0001569248 Burow Kristina 8755 WEST HIGGINS ROAD, SUITE 1025 CHICAGO IL 60631 0 0 1 0 0001229592 GILLIS STEVEN 8755 WEST HIGGINS ROAD, SUITE 1025 CHICAGO IL 60631 0 0 1 0 Series A Convertible Preferred Stock Common Stock 5361122.0 I By ARCH Venture Fund X, L.P Series A Convertible Preferred Stock Common Stock 5361122.0 I By ARCH Venture Fund X Overage, L.P. Series B Convertible Preferred Stock Common Stock 367175.0 I By ARCH Venture Fund X, L.P. Series B Convertible Preferred Stock Common Stock 367175.0 I By ARCH Venture Fund X Overage, L.P. The shares of Series A Convertible Preferred Stock and Series B Convertible Preferred Stock (together, the "Preferred Stock") are convertible into Common Stock on a one-for-3.10880 basis at any time at the option of the holder, and will automatically convert into the number of shares shown in Column 3 immediately prior to the closing of the Issuer's initial public offering. The Preferred Stock has no expiration date. ARCH Venture Partners X, LLC ("AVP X LLC") is the sole general partner of each of AVP X LP and AVP X Overage LP. Keith Crandell, Kristina Burow and Steven Gillis are members of the investment committee of AVP X LLC (the "AVP X Committee Members"). AVP X LP and AVP X Overage LP may be deemed to beneficially own the shares held by ARCH X and ARCH X Overage, respectively, AVP X LLC may be deemed to beneficially own the shares held by ARCH X and ARCH X Overage, and each of the AVP X Committee Members may be deemed to share the power to direct the disposition and vote of the shares held by ARCH X and ARCH X Overage. AVP X LP, AVP X Overage LP, AVP X LLC, and the AVP X Committee Members each disclaim beneficial ownership except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that such shares are beneficially owned by them for Section 16 or any other purpose. Represents shares held directly by ARCH Venture Fund X, L.P. ("ARCH X"). ARCH Venture Partners X, L.P. ("AVP X LP") is the sole general partner of ARCH X. Represents shares held directly by ARCH Venture Fund X Overage, L.P. ("ARCH X Overage"). ARCH Venture Partners X Overage, L.P. ("AVP X Overage LP") is the sole general partner of ARCH X Overage. Exhibit 24 Power of Attorney. Exhibit 24.1 Power of Attorney /s/ ARCH Venture Fund X, L.P., By: ARCH Venture Partners X, L.P., its General Partner, By: ARCH Venture Partners X, LLC, its General Partner, By: Mark McDonnell, attorney-in-fact 2022-10-19 /s/ ARCH Venture Fund X Overage, L.P., By: ARCH Venture Partners X Overage, L.P., its General Partner, By: ARCH Venture Partners X, LLC, its General Partner, By: Mark McDonnell, attorney-in-fact 2022-10-19 /s/ ARCH Venture Partners X, L.P., By: ARCH Venture Partners X, LLC, its General Partner, By: Mark McDonnell, attorney-in-fact 2022-10-19 /s/ ARCH Venture Partners X Overage, L.P., By: ARCH Venture Partners X, LLC, its General Partner, By: Mark McDonnell, attorney-in-fact 2022-10-19 /s/ ARCH Venture Partners X, LLC, By: Mark McDonnell, attorney-in-fact 2022-10-19 /s/ Keith Crandell, By: Mark McDonnell, attorney-in-fact 2022-10-19 /s/ Kristina Burow, By: Mark McDonnell, attorney-in-fact 2022-10-19 /s/ Steven Gillis, By: Mark McDonnell, attorney-in-fact 2022-10-19 EX-24 2 ex-24.htm ARCH VENTURE PARTNERS X, LLC - POA
POWERS OF ATTORNEY
Exhibit 24


KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Mark McDonnell his true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his capacity as a direct or indirect general partner, director, officer or manager of any partnership, corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 29th day of January, 2021.

ARCH VENTURE FUND X, L.P.

By:      ARCH Venture Partners X, L.P.
its General Partner

By:    ARCH Venture Partners X, LLC.
its General Partner

By:        /s/ Keith Crandell
__________________________
Managing Director

ARCH VENTURE PARTNERS X, L.P.

By:    ARCH Venture Partners X, LLC
its General Partner

By:      /s/ Keith Crandell
__________________________
Managing Director

ARCH VENTURE PARTNERS X, LLC

By:   /s/ Keith Crandell
__________________________
Managing Director

/s/ Keith Crandell
___________________
Keith Crandell

/s/Robert Nelsen
___________________
Robert Nelsen

/s/Kristina Burow
___________________
Kristina Burow

/s/Steven Gillis
___________________
Steven Gillis



POWERS OF ATTORNEY
Exhibit 24.1


KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Mark McDonnell his true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his capacity as a direct or indirect general partner, director, officer or manager of any partnership, corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 29th day of January, 2021.

ARCH VENTURE FUND X OVERAGE, L.P.

By:      ARCH Venture Partners X Overage, L.P.
its General Partner

By:    ARCH Venture Partners X, LLC.
its General Partner

By:        /s/ Keith Crandell
__________________________
Managing Director

ARCH VENTURE PARTNERS X OVERAGE, L.P.

By:    ARCH Venture Partners X, LLC
its General Partner

By:      /s/ Keith Crandell
__________________________
Managing Director

ARCH VENTURE PARTNERS X, LLC

By:   /s/ Keith Crandell
__________________________
Managing Director

/s/ Keith Crandell
___________________
Keith Crandell

/s/Robert Nelsen
___________________
Robert Nelsen

/s/Kristina Burow
___________________
Kristina Burow

/s/Steven Gillis
___________________
Steven Gillis