0001104659-21-020988.txt : 20210211 0001104659-21-020988.hdr.sgml : 20210211 20210211212828 ACCESSION NUMBER: 0001104659-21-020988 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210209 FILED AS OF DATE: 20210211 DATE AS OF CHANGE: 20210211 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Chardonnet Laurent CENTRAL INDEX KEY: 0001329010 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38901 FILM NUMBER: 21622227 MAIL ADDRESS: STREET 1: C/O AXCELLA HEALTH INC. STREET 2: 840 MEMORIAL DRIVE CITY: CAMBRIDGE STATE: MA ZIP: 02139 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Axcella Health Inc. CENTRAL INDEX KEY: 0001633070 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 840 MEMORIAL DRIVE STREET 2: THIRD FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 617-868-0949 MAIL ADDRESS: STREET 1: 840 MEMORIAL DRIVE STREET 2: THIRD FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02139 FORMER COMPANY: FORMER CONFORMED NAME: Pronutria Biosciences, Inc. DATE OF NAME CHANGE: 20150206 4 1 tm216388-4_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2021-02-09 0 0001633070 Axcella Health Inc. AXLA 0001329010 Chardonnet Laurent C/O AXCELLA HEALTH INC. 840 MEMORIAL DRIVE CAMBRIDGE MA 02139 0 1 0 0 Chief Financial Officer Common Stock 2020-10-30 5 A 0 E 2601 3.60 A 6266 D Restricted Stock Units 2021-02-09 4 A 0 60000 0 A Common Stock 60000 60000 D Stock Option (Right to Buy) 6.59 2021-02-09 4 A 0 120000 0 A 2031-02-08 Common Stock 120000 120000 D Stock Option (Right to Buy) 3.40 2021-02-09 4 A 0 25000 0 A 2029-12-17 Common Stock 25000 25000 D The reporting person is voluntarily reporting the acquisition of shares of the Issuer's common stock pursuant to the Axcella Health Inc. Employee Stock Purchase Plan ("ESPP") for the ESPP purchase period of May 1, 2020 to October 30, 2020. In accordance with the ESPP, these shares were purchased based on 85% of the closing price of the Issuer's common stock on October 30, 2020. Each restricted stock unit ("RSU") represents a contingent right to receive one share of AXLA common stock. The restricted stock units vest as follows: 1/3 of the grant shall vest on February 9, 2023 and the remaining 2/3 of the grant shall vest on February 9, 2024. 25% of this option shall vest and become exercisable on February 9, 2022, with the remainder vesting in 12 equal quarterly installments thereafter. On December 18, 2019, the reporting person was granted an option to purchase 25,000 shares of AXLA common stock, subject to the satisfaction of certain performance criteria. On February 9, 2021, the Issuer's Board of Directors confirmed that the performance criteria had been met. This option shall vest and become exercisable in eight equal quarterly installments, with the first installment having vested on August 31, 2020. Exhibit 24 - Power of Attorney By: /s/ Laurent Chardonnet 2021-02-11 EX-24 2 tm216388d4_ex24.htm EXHIBIT 24

EXHIBIT 24

 

POWER OF ATTORNEY

 

Know all by these presents, that the undersigned hereby constitutes and appoints Paul Fehlner, signing singly, the undersigned’s true and lawful attorney-in-fact to:

 

(1)execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of Axcella Health Inc. (the “Company”), (i) Form ID, including any attached documents, to effect the assignment of codes to the undersigned to be used in the transmission of information to the United States Securities and Exchange Commission using the EDGAR System, (ii) Forms 3, 4 and 5, (iii) Schedule 13D, (iv) Schedule 13G and (v) amendments of each thereof, in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder;

 

(2)do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, Schedule 13D. Schedule 13G or any amendments thereto and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

 

(3)take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 or Regulation 13D-G of the Securities Exchange Act of 1934, as amended. The undersigned hereby agrees to indemnify the attorney-in-fact and the Company from and against any demand, damage, loss, cost or expense arising from any false or misleading information provided by the undersigned to the attorney-in-fact.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. This Power of Attorney may be filed with the United States Securities and Exchange Commission as a confirming statement of the authority granted herein. This Power of Attorney supersedes any prior power of attorney in connection with the undersigned’s capacity as an officer and/or director of the Company. This Power of Attorney shall expire as to any individual attorney-in-fact if such attorney-in-fact ceases to be an executive officer of the Company.

 

 

 

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 11th day of February, 2021.

 

/s/ Laurent Chardonnet    
Name: Laurent Chardonnet