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*
Access Industries Holdings LLC

(Last) (First) (Middle)
C/O ACCESS INDUSTRIES, INC.
40 WEST 57TH STREET, 28TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Neon Therapeutics, Inc. [ NTGN ]
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)
06/29/2018
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 06/29/2018 C 999,998 A (1) 999,998 D(2)
Common Stock 06/29/2018 C 999,998 A (1) 999,998 I(3) By corporation
Common Stock 06/29/2018 C 782,917 A (4) 1,782,915 D(2)
Common Stock 06/29/2018 P 315,000 A $16 2,097,915 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) 06/29/2018 C 5,000,000(1) (1) (1) Common Stock 999,998(1) (1) 0 D(2)
Series A Preferred Stock (1) 06/29/2018 C 5,000,000(1) (1) (1) Common Stock 999,998(1) (1) 0 I(3) By corporation
Series B Preferred Stock (4) 06/29/2018 C 3,914,590(4) (4) (4) Common Stock 782,917(4) (4) 0 D(2)
1. Name and Address of Reporting Person*
Access Industries Holdings LLC

(Last) (First) (Middle)
C/O ACCESS INDUSTRIES, INC.
40 WEST 57TH STREET, 28TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Clal Biotechnology Industries Ltd.

(Last) (First) (Middle)
3 AZRIELI CENTER TRIANGLE TOWER 45 FLOOR

(Street)
TEL AVIV L3 67023

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ACCESS INDUSTRIES, LLC

(Last) (First) (Middle)
C/O ACCESS INDUSTRIES, INC.
40 WEST 57TH STREET, 28TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ACCESS INDUSTRIES MANAGEMENT, LLC

(Last) (First) (Middle)
C/O ACCESS INDUSTRIES, INC.
40 WEST 57TH STREET, 28TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Blavatnik Len

(Last) (First) (Middle)
C/O ACCESS INDUSTRIES, INC.
40 WEST 57TH STREET, 28TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
Explanation of Responses:
1. Reflects conversion of shares of Series A Preferred Stock into shares of the Issuer's common stock, $0.001 par value per share ("Common Stock"), in connection with the closing of the Issuer's initial public offering of Common Stock on approximately a 5:1 basis exempted under Rule 16b-6(b). The Series A Preferred Stock were convertible at any time into shares of Common Stock and had no expiration date. In connection with the conversion, fractional shares of Common Stock were cash settled at a value of $16.00 per share. AIH and CBI (each as defined below) each received $32.00 for the cash settlement of an aggregate of 2 fractional shares of Common Stock.
2. The securities reported are held directly by Access Industries Holdings LLC ("AIH") and may be deemed to be beneficially owned by Access Industries, LLC ("Access LLC"), Access Industries Management, LLC ("Management LLC") and Len Blavatnik, because Access LLC holds a majority of the outstanding voting interests in AIH, Management LLC controls Access LLC and AIH, and Len Blavatnik controls Management LLC and Access LLC. Each of the reporting persons (other than AIH) disclaims beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein, if any, and this Form shall not be construed as an admission that any such reporting person (other than AIH) is the beneficial owner of such securities for any purpose.
3. The securities reported are held directly by Clal Biotechnology Industries Ltd. ("CBI"). AIH, Access LLC, Management LLC and Len Blavatnik may be deemed to beneficially own the securities held directly by CBI because Clal Industries Ltd. ("CI") is the controlling shareholder of CBI, AIH controls CI, Access LLC holds a majority of the outstanding interests in AIH, Management LLC controls Access LLC, and Len Blavatnik controls Management LLC and Access LLC. Each of the reporting persons (other than CBI) disclaims beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein, if any, and this Form shall not be construed as an admission that any such reporting person (other than CBI) is the beneficial owner of such securities for any purpose.
4. Reflects conversion of shares of Series B Preferred Stock into shares of Common Stock in connection with the closing of the Issuer's initial public offering of Common Stock on approximately a 5:1 basis exempted under Rule 16b-6(b). The Series B Preferred Stock were convertible at any time into shares of Common Stock and had no expiration date. In connection with the conversion, fractional shares of Common Stock were cash settled at a value of $16.00 per share. AIH received $16.00 for the cash settlement of an aggregate of 1 fractional share of Common Stock.
Remarks:
As a result of CBI's relationships with the other Reporting Persons, it is possible that CBI may be deemed a member of a "group", within the meaning of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934, as amended (the" Act"), with such other Reporting Persons. CBI is making this filing as a precautionary matter and this filing shall not be deemed an admission that CBI is a member of a group or is subject to the reporting requirements of Section 16 of the Act.
/s/ Alejandro Moreno for Access Industries Holdings LLC 07/03/2018
/s/ Ofer Gonen (CEO) and Assaf Segal (CFO) for Clal Biotechnology Industries Ltd. 07/03/2018
/s/ Alejandro Moreno for Access Industries, LLC 07/03/2018
/s/ Alejandro Moreno for Access Industries Management, LLC 07/03/2018
/s/ Alejandro Moreno, as Attorney-in-Fact for Mr. Blavatnik 07/03/2018
** Signature of Reporting Person Date
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