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*
Omega Fund V, L.P.

(Last) (First) (Middle)
888 BOYLSTON STREET
SUITE 1111

(Street)
BOSTON MA 02199

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Morphic Holding, Inc. [ MORF ]
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)
07/01/2019
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 07/01/2019 C 857,470 A (1) 857,470 D(2)
Common Stock 07/01/2019 C 1,978,779 A (3) 2,836,249 D(2)
Common Stock 07/01/2019 P 133,333 A $15 2,969,582 D(2)
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 Preferred Stock (1) 07/01/2019 C 857,470 (1) (1) Common Stock 857,470 $0 0 D(2)
Series B Preferred Stock (3) 07/01/2019 C 1,978,779 (3) (3) Common Stock 1,978,779 $0 0 D(2)
1. Name and Address of Reporting Person*
Omega Fund V, L.P.

(Last) (First) (Middle)
888 BOYLSTON STREET
SUITE 1111

(Street)
BOSTON MA 02199

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Omega Fund V GP, L.P.

(Last) (First) (Middle)
888 BOYLSTON STREET
SUITE 1111

(Street)
BOSTON MA 02199

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Omega Fund V GP Manager, Ltd.

(Last) (First) (Middle)
888 BOYLSTON STREET
SUITE 1111

(Street)
BOSTON MA 02199

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Lim Richard J.

(Last) (First) (Middle)
888 BOYLSTON STREET
SUITE 1111

(Street)
BOSTON MA 02199

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Nessi Claudio

(Last) (First) (Middle)
888 BOYLSTON STREET
SUITE 1111

(Street)
BOSTON MA 02199

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Paster Anne-Mari

(Last) (First) (Middle)
888 BOYLSTON STREET
SUITE 1111

(Street)
BOSTON MA 02199

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Stampacchia Otello

(Last) (First) (Middle)
888 BOYLSTON STREET
SUITE 1111

(Street)
BOSTON MA 02199

(City) (State) (Zip)
Explanation of Responses:
1. Each share of the issuer's Series A Preferred Stock automatically converted into one share of the issuer's Common Stock on July 1, 2019 in connection with the closing of the issuer's sale of its Common Stock in its firm commitment initial public offering (the "IPO") pursuant to a registration statement on Form S-1 (File No. 333-231837) under the Securities Act of 1933, as amended (the "Registration Statement"), and had no expiration date.
2. Otello Stampacchia, a director of the issuer, Richard J. Lim, Claudio Nessi and Anne-Mari Paster are the directors of Omega Fund V GP Manager, Ltd. ("Omega Manager"), which is the sole general partner of Omega Fund GP, L.P. ("Omega GP"), which is the sole general partner of Omega Fund V, L.P. ("Omega L.P."). Such individuals may be deemed to share voting and dispositive power over the shares held by Omega L.P. Such individuals, together with Omega GP and Omega Manager, disclaim beneficial ownership of the shares held by Omega L.P. except to the extent of their respective pecuniary interest therein.
3. Each share of the issuer's Series B Preferred Stock automatically converted into one share of the issuer's Common Stock on July 1, 2019 in connection with the closing of the issuer's sale of its Common Stock in its IPO pursuant to the Registration Statement, and had no expiration date.By Omega Fund V, L.P., by Omega Fund GP, L.P., its general partner, by Omega Fund V GP Manager, Ltd., its general partner, /s/ Anne-Mari Paster, Director
By Omega Fund V, L.P., by Omega Fund GP, L.P., its general partner, by Omega Fund V GP Manager, Ltd., its general partner, /s/ Anne-Mari Paster, Director 07/01/2019
By Omega Fund GP, L.P., by Omega Fund V GP Manager, Ltd., its general partner, /s/ Anne-Mari Paster, Director 07/01/2019
By Omega Fund V GP Manager, Ltd., /s/ Anne-Mari Paster, Director 07/01/2019
/s/ Anne-Mari Paster, attorney-in-fact for Richard J. Lim 07/01/2019
/s/ Claudio Nessi 07/01/2019
/s/ Anne-Mari Paster 07/01/2019
/s/ Anne-Mari Paster, attorney-in-fact for Otello Stampacchia 07/01/2019
** 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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