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*
Flagship Ventures Fund IV, L.P.

(Last) (First) (Middle)
1 MEMORIAL DRIVE #7

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Syros Pharmaceuticals, Inc. [ SYRS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/06/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 07/06/2016 C 213,333(5) A (1) 213,333 I See Footnote(5)
Common Stock 07/06/2016 C 53,333(6) A (1) 53,333 I See Footnote(6)
Common Stock 07/06/2016 C 1,066,666(5) A (2) 1,279,999 I See Footnote(5)
Common Stock 07/06/2016 C 266,666(6) A (2) 319,999 I See Footnote(6)
Common Stock 07/06/2016 C 1,600,000(5) A (3) 2,879,999 I See Footnote(5)
Common Stock 07/06/2016 C 400,000(6) A (3) 719,999 I See Footnote(6)
Common Stock 07/06/2016 C 474,661(5) A (4) 3,354,660 I See Footnote(5)
Common Stock 07/06/2016 C 118,665(6) A (4) 838,664 I See Footnote(6)
Common Stock 07/06/2016 P 320,000(5) A $12.5 3,674,660 I See Footnote(5)
Common Stock 07/06/2016 P 80,000(6) A $12.5 918,664 I See Footnote(6)
Common Stock 213,332 I See Footnote(7)
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
Series A-1 Preferred Stock (1) 07/06/2016 C 800,000 (1) (1) Common Stock 213,333(5) $0 0 I See Footnote(5)
Series A-1 Preferred Stock (1) 07/06/2016 C 200,000 (1) (1) Common Stock 53,333(6) $0 0 I See Footnote(6)
Series A-2 Preferred Stock (2) 07/06/2016 C 4,000,000 (2) (2) Common Stock 1,066,666(5) $0 0 I See Footnote(5)
Series A-2 Preferred Stock (2) 07/06/2016 C 1,000,000 (2) (2) Common Stock 266,666(6) $0 0 I See Footnote(6)
Series A-3 Preferred Stock (3) 07/06/2016 C 6,000,000 (3) (3) Common Stock 1,600,000(5) $0 0 I See Footnote(5)
Series A-3 Preferred Stock (3) 07/06/2016 C 1,500,000 (3) (3) Common Stock 400,000(6) $0 0 I See Footnote(6)
Series B Preferred Stock (4) 07/06/2016 C 1,779,981 (4) (4) Common Stock 474,661(5) $0 0 I See Footnote(5)
Series B Preferred Stock (4) 07/06/2016 C 444,995 (4) (4) Common Stock 118,665(6) $0 0 I See Footnote(6)
1. Name and Address of Reporting Person*
Flagship Ventures Fund IV, L.P.

(Last) (First) (Middle)
1 MEMORIAL DRIVE #7

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Flagship Ventures Fund IV-Rx, L.P.

(Last) (First) (Middle)
1 MEMORIAL DRIVE #7

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Flagship VentureLabs IV, LLC

(Last) (First) (Middle)
1 MEMORIAL DRIVE #7

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Flagship Ventures Fund IV General Partner LLC

(Last) (First) (Middle)
1 MEMORIAL DRIVE #7

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)
1. Name and Address of Reporting Person*
AFEYAN NOUBAR

(Last) (First) (Middle)
1 MEMORIAL DRIVE #7

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)
1. Name and Address of Reporting Person*
KANIA EDWIN M JR

(Last) (First) (Middle)
1 MEMORIAL DRIVE #7

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)
Explanation of Responses:
1. The Series A-1 Preferred Stock converted into Common Stock on a 3.75-for-one basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series A-1 Preferred Stock was convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares had no expiration date.
2. The Series A-2 Preferred Stock converted into Common Stock on a 3.75-for-one basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series A-2 Preferred Stock was convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares had no expiration date.
3. The Series A-3 Preferred Stock converted into Common Stock on a 3.75-for-one basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series A-3 Preferred Stock was convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares had no expiration date.
4. The Series B Preferred Stock converted into Common Stock on a 3.75-for-one basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series B Preferred Stock was convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares had no expiration date.
5. Held by Flagship Ventures Fund IV, L.P. ("Flagship IV"). Flagship Ventures Fund IV General Partner LLC ("Flagship IV LLC") is the general partner of Flagship IV. Noubar B. Afeyan, Ph.D. and Edwin M. Kania, Jr. are the managers of Flagship IV LLC. Flagship IV LLC and each of these individuals may be deemed to share voting and investment power with respect to all shares held by Flagship IV. Each of the filing persons other than Flagship IV disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein. Stephane Bancel, a director of the Issuer, is a limited partner of Flagship IV and a member of Flagship IV LLC. Mr. Bancel disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.
6. Held by Flagship Ventures Fund IV-Rx, L.P. ("Flagship IV-Rx"). Flagship IV LLC is the general partner of Flagship IV-Rx. Noubar B. Afeyan, Ph.D. and Edwin M. Kania, Jr. are the managers of Flagship IV LLC. Flagship IV LLC and each of these individuals may be deemed to share voting and investment power with respect to all shares held by Flagship IV-Rx. Each of the filing persons other than Flagship IV-Rx disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein. Stephane Bancel, a director of the Issuer, is a member of Flagship IV LLC. Mr. Bancel disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.
7. Held by Flagship VentureLabs IV, LLC ("VentureLabs IV"). Flagship IV is the manager of VentureLabs IV. Flagship IV LLC is the general partner of Flagship IV. Noubar B. Afeyan, Ph.D. and Edwin M. Kania, Jr. are the managers of Flagship IV LLC. Flagship IV, Flagship IV LLC and each of these individuals may be deemed to share voting and investment power with respect to all shares held by VentureLabs IV. Each of the filing persons other than VentureLabs IV disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein. Stephane Bancel, a director of the Issuer, is a limited partner of Flagship IV and a member of Flagship IV LLC. Mr. Bancel disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.
FLAGSHIP VENTURES FUND IV, L.P. By:Flagship Ventures Fund IV General Partner LLC By: /s/ Noubar B. Afeyan Name:Noubar B. Afeyan, Ph.D. Title: Manager 07/06/2016
FLAGSHIP VENTURES FUND IV-RX, L.P. By: Flagship Ventures Fund IV General Partner LLC By: /s/ Noubar B. Afeyan Name: Noubar B. Afeyan, Ph.D. Title: Manager 07/06/2016
FLAGSHIP VENTURELABS IV, LLC By: Flagship Ventures Fund IV, L.P. By: Flagship Ventures Fund IV General Partner LLC By: /s/ Noubar B. Afeyan Name: Noubar B. Afeyan, Ph.D. Title: Manager 07/06/2016
FLAGSHIP VENTURES FUND IV GENERAL PARTNER LLC By: /s/ Noubar B. Afeyan Name: Noubar B. Afeyan, Ph.D. Title: Manager 07/06/2016
/s/ Noubar B. Afeyan NOUBAR B. AFEYAN, PH.D. 07/06/2016
/s/ Edwin M. Kania, Jr. EDWIN M. KANIA, JR. 07/06/2016
** Signature of Reporting Person Date
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