SEC FORM 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Redmile Group, LLC

(Last)

(First)

(Middle)

ONE LETTERMAN DRIVE, BUILDING D,

SUITE D3-300

(Street)

SAN FRANCISCO

94129

(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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/06/2016		C		84,760	A	⁽¹⁾	84,760	D⁽²⁾⁽³⁾
Common Stock	07/06/2016		C		47,486	A	⁽¹⁾	47,486	D⁽²⁾⁽⁴⁾
Common Stock	07/06/2016		C		262,069	A	⁽¹⁾	262,069	D⁽²⁾⁽⁵⁾
Common Stock	07/06/2016		C		31,447	A	⁽¹⁾	31,447	D⁽²⁾⁽⁶⁾
Common Stock	07/06/2016		C		40,420	A	⁽¹⁾	40,420	D⁽²⁾⁽⁷⁾
Common Stock	07/06/2016		P		144,383	A	$12.5	191,869	D⁽²⁾⁽⁴⁾
Common Stock	07/06/2016		P		104,670	A	$12.5	366,739	D⁽²⁾⁽⁵⁾
Common Stock	07/06/2016		P		174,320	A	$12.5	205,767	D⁽²⁾⁽⁶⁾
Common Stock	07/06/2016		P		9,373	A	$12.5	49,793	D⁽²⁾⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Preferred Stock	⁽¹⁾	07/06/2016		C			317,853	⁽¹⁾	⁽¹⁾	Common Stock	84,760	$0	0	D⁽²⁾⁽³⁾
Series B Preferred Stock	⁽¹⁾	07/06/2016		C			178,074	⁽¹⁾	⁽¹⁾	Common Stock	47,486	$0	0	D⁽²⁾⁽⁴⁾
Series B Preferred Stock	⁽¹⁾	07/06/2016		C			982,762	⁽¹⁾	⁽¹⁾	Common Stock	262,069	$0	0	D⁽²⁾⁽⁵⁾
Series B Preferred Stock	⁽¹⁾	07/06/2016		C			117,931	⁽¹⁾	⁽¹⁾	Common Stock	31,447	$0	0	D⁽²⁾⁽⁶⁾
Series B Preferred Stock	⁽¹⁾	07/06/2016		C			151,576	⁽¹⁾	⁽¹⁾	Common Stock	40,420	$0	0	D⁽²⁾⁽⁷⁾

1. Name and Address of Reporting Person^*

Redmile Group, LLC

(Last)

(First)

(Middle)

ONE LETTERMAN DRIVE, BUILDING D,

SUITE D3-300

(Street)

SAN FRANCISCO

94129

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Green Jeremy

(Last)

(First)

(Middle)

ONE LETTERMAN DRIVE, BUILDING D,

SUITE D3-300

(Street)

SAN FRANCISCO

94129

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. 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.

2. These securities are directly owned by certain private investment vehicles managed by Redmile Group, LLC ("Redmile") and may be deemed beneficially owned by Redmile as investment manager of such private investment vehicles. The reported securities may also be deemed beneficially owned by Jeremy Green as the principal of Redmile. The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Persons are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

3. These shares are owned directly by Redmile Biopharma Investments I, L.P.

4. These shares are owned directly by Redmile Capital Fund LP.

5. These shares are owned directly by Redmile Capital Offshore Fund II, Ltd.

6. These shares are owned directly by Redmile Capital Offshore Fund, Ltd.

7. These shares are owned directly by Redmile Special Opportunities Fund, Ltd.

	Redmile Group, LLC By: /s/ Jeremy Green Name: Jeremy Green Title: Managing Member	07/06/2016
	By: /s/ Jeremy Green Name: Jeremy Green	07/06/2016
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.