0000899243-23-006241.txt : 20230227
0000899243-23-006241.hdr.sgml : 20230227
20230227172026
ACCESSION NUMBER: 0000899243-23-006241
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230227
FILED AS OF DATE: 20230227
DATE AS OF CHANGE: 20230227
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: AFEYAN NOUBAR
CENTRAL INDEX KEY: 0001222012
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40657
FILM NUMBER: 23676682
MAIL ADDRESS:
STREET 1: C/O FLAGSHIP PIONEERING, INC.
STREET 2: 55 CAMBRIDGE PARKWAY, SUITE 800E
CITY: CAMBRIDGE
STATE: MA
ZIP: 02142
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Flagship Pioneering Inc.
CENTRAL INDEX KEY: 0001400240
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40657
FILM NUMBER: 23676685
BUSINESS ADDRESS:
STREET 1: 55 CAMBRIDGE PARKWAY, SUITE 800E
CITY: CAMBRIDGE
STATE: MA
ZIP: 02142
BUSINESS PHONE: 617 868-1888
MAIL ADDRESS:
STREET 1: 55 CAMBRIDGE PARKWAY, SUITE 800E
CITY: CAMBRIDGE
STATE: MA
ZIP: 02142
FORMER NAME:
FORMER CONFORMED NAME: Flagship Ventures Management, Inc.
DATE OF NAME CHANGE: 20070522
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Flagship Pioneering Special Opportunities Fund II, L.P.
CENTRAL INDEX KEY: 0001761283
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40657
FILM NUMBER: 23676683
BUSINESS ADDRESS:
STREET 1: 55 CAMBRIDGE PARKWAY
CITY: CAMBRIDGE
STATE: MA
ZIP: 02142
BUSINESS PHONE: 617-868-1888
MAIL ADDRESS:
STREET 1: 55 CAMBRIDGE PARKWAY
CITY: CAMBRIDGE
STATE: MA
ZIP: 02142
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Flagship Pioneering Special Opportunities Fund II General Partner LLC
CENTRAL INDEX KEY: 0001826217
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40657
FILM NUMBER: 23676684
BUSINESS ADDRESS:
STREET 1: 55 CAMBRIDGE PARKWAY
STREET 2: 8TH FLOOR
CITY: CAMBRIDGE
STATE: MA
ZIP: 02142
BUSINESS PHONE: 617-868-1888
MAIL ADDRESS:
STREET 1: 55 CAMBRIDGE PARKWAY
STREET 2: 8TH FLOOR
CITY: CAMBRIDGE
STATE: MA
ZIP: 02142
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Omega Therapeutics, Inc.
CENTRAL INDEX KEY: 0001850838
STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 20 ACORN PARK DRIVE
CITY: CAMBRIDGE
STATE: MA
ZIP: 02140
BUSINESS PHONE: (617) 949-4360
MAIL ADDRESS:
STREET 1: 20 ACORN PARK DRIVE
CITY: CAMBRIDGE
STATE: MA
ZIP: 02140
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2023-02-27
0
0001850838
Omega Therapeutics, Inc.
OMGA
0001400240
Flagship Pioneering Inc.
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE
MA
02142
0
0
1
0
0001826217
Flagship Pioneering Special Opportunities Fund II General Partner LLC
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE
MA
02142
0
0
1
0
0001761283
Flagship Pioneering Special Opportunities Fund II, L.P.
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE
MA
02142
0
0
1
0
0001222012
AFEYAN NOUBAR
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE
MA
02142
1
0
1
0
Common Stock
2023-02-27
4
P
0
1993986
5.78
A
7508693
I
By Flagship Pioneering Special Opportunities Fund II, L.P.
Common Stock
2023-02-27
4
P
0
1329324
5.78
A
1329324
I
By Flagship Pioneering Fund VII, L.P.
Common Stock
1088470
I
By Flagship V VentureLabs Rx Fund, L.P.
Common Stock
5896386
I
By Flagship Ventures Fund V, L.P.
Common Stock
8617413
I
By Flagship Pioneering Fund VI, L.P.
Common Stock
970588
I
By Nutritional Health LTP Fund, L.P.
Common Stock
1617646
I
By FPN, L.P.
Common Stock
2197059
I
By Flagship VentureLabs V, LLC
On February 27, 2023, Flagship Pioneering Special Opportunities Fund II, L.P. ("Flagship Opportunities Fund II") and Flagship Pioneering Fund VII, L.P. ("Flagship Fund VII") purchased 1,993,986 shares and 1,329,324 shares, respectively, of the Issuer's Common Stock in a registered direct offering at a price of $5.78 per share pursuant to a Securities Purchase Agreement dated February 22, 2023.
Represents shares held directly by Flagship Opportunities Fund II. Flagship Pioneering Special Opportunities Fund II General Partner LLC ("Flagship Opportunities Fund II GP") is the general partner of Flagship Opportunities Fund II. Flagship Pioneering, Inc. ("Flagship Pioneering") is the manager of Flagship Opportunities Fund II GP. Noubar B. Afeyan, Ph.D. is the Chief Executive Officer, sole shareholder and director of Flagship Pioneering. Each of the reporting persons except Flagship Opportunities Fund II disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.
Represents shares held directly by Flagship Fund VII. Flagship Pioneering Fund VII General Partner LLC ("Flagship Fund VII GP") is the general partner of Flagship Fund VII. Flagship Pioneering is the manager of Flagship Fund VII GP. Each of the reporting persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.
Represents shares held directly by Flagship V VentureLabs Rx Fund, L.P. ("Flagship Fund V Rx"). Flagship Ventures Fund V General Partner LLC ("Flagship V GP") is the general partner of Flagship Fund V Rx. Dr. Afeyan is the sole manager of Flagship V GP. Each of the reporting persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.
Represents shares held directly by Flagship Ventures Fund V, L.P. ("Flagship Fund V"). Flagship V GP is the general partner of Flagship Fund V. Each of the reporting persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.
Represents shares held directly by Flagship Pioneering Fund VI, L.P. ("Flagship Fund VI"). Flagship Pioneering Fund VI General Partner LLC ("Flagship Fund VI GP") is the general partner of Flagship Fund VI. Flagship Pioneering is the manager of Flagship Fund VI GP. Each of the reporting persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.
Represents shares held directly by Nutritional Health LTP Fund, L.P. ("Nutritional LTP"). Nutritional Health LTP Fund General Partner LLC ("Nutritional LTP GP") is the general partner of Nutritional LTP. Flagship Pioneering is the manager of Nutritional LTP GP. Each of the reporting persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.
Represents shares held directly by FPN, L.P. ("FPN Fund"). FPN General Partner LLC ("FPN GP") is the general partner of FPN Fund. Flagship Pioneering is the manager of FPN GP. Each of the reporting persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.
Represents shares held directly by Flagship VentureLabs V, LLC ("VentureLabs V"). VentureLabs V Manager LLC ("VentureLabs V Manager") is the manager of VentureLabs V. Flagship Pioneering, Inc. ("Flagship Pioneering") is the manager of VentureLabs V Manager. Each of the reporting persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.
Flagship Pioneering, Inc., By: /s/ Noubar B. Afeyan, Ph.D., Chief Executive Officer
2023-02-27
Flagship Pioneering Special Opportunities Fund II General Partner LLC, By: Flagship Pioneering, Inc. its manager, By: /s/ Noubar B. Afeyan Ph.D., Chief Executive Officer
2023-02-27
Flagship Pioneering Special Opportunities Fund II, L.P., By: Flagship Pioneering Special Opportunities Fund II General Partner LLC, its general partner, By: Flagship Pioneering, Inc. its manager, By: /s/ Noubar B. Afeyan Ph.D., Chief Executive Officer
2023-02-27
/s/ Noubar B. Afeyan, Ph.D.
2023-02-27