X0206 3 2018-05-08 0 0001694665 Evelo Biosciences, Inc. EVLO 0001724575 Flagship Ventures Fund V General Partner LLC 55 CAMBRIDGE PARKWAY, SUITE 800E CAMBRIDGE MA 02142 0 0 1 0 0001724959 Flagship VentureLabs V LLC 55 CAMBRIDGE PARKWAY, SUITE 800E CAMBRIDGE MA 02142 0 0 1 0 0001627639 Flagship Ventures Fund V, L.P. 55 CAMBRIDGE PARKWAY, SUITE 800E CAMBRIDGE MA 02142 0 0 1 0 0001724939 Flagship V VentureLabs Rx Fund, L.P. 55 CAMBRIDGE PARKWAY, SUITE 800E CAMBRIDGE MA 02142 0 0 1 0 0001725001 Nutritional Health Disruptive Innovation Fund, L.P. 55 CAMBRIDGE PARKWAY, SUITE 800E CAMBRIDGE MA 02142 0 0 1 0 0001725000 Nutritional Health Side Fund, L.P. 55 CAMBRIDGE PARKWAY, SUITE 800E CAMBRIDGE MA 02142 0 0 1 0 0001677345 Flagship Ventures Opportunities Fund I, L.P. 55 CAMBRIDGE PARKWAY, SUITE 800E CAMBRIDGE MA 02142 0 0 1 0 0001725004 Flagship Ventures Opportunities Fund I General Partner LLC 55 CAMBRIDGE PARKWAY, SUITE 800E CAMBRIDGE MA 02142 0 0 1 0 0001222012 AFEYAN NOUBAR 55 CAMBRIDGE PARKWAY, SUITE 800E CAMBRIDGE MA 02142 1 0 1 0 0001255927 KANIA EDWIN M JR 55 CAMBRIDGE PARKWAY, SUITE 800E CAMBRIDGE MA 02142 0 0 1 0 Common Stock 3330009 I See footnotes Series A Preferred Stock Common Stock 3073533 I See footnotes Series A-1 Preferred Stock Common Stock 2476600 I See footnotes Series A-2 Preferred Stock Common Stock 1327939 I See footnotes Series A-3 Preferred Stock Common Stock 2042902 I See footnotes Series B Preferred Stock Common Stock 4562664 I See footnotes Series C Preferred Stock Common Stock 1138505 I See footnotes Includes 684,372 shares held by Flagship VentureLabs IV LLC ("VentureLabs IV") and 2,645,637 shares held by Flagship VentureLabs V LLC ("VentureLabs V"). The preferred stock is convertible into the Issuer's common stock on a 0.2452-for-one basis at the holder's election and has no expiration date. The preferred stock will automatically convert into common stock upon the closing of the Issuer's initial public offering. Includes Series A Preferred Stock convertible into 2,554,616 shares of common stock by Flagship Ventures Fund V, L.P. ("Flagship Fund V"), 314,619 shares of common stock by Flagship V VentureLabs Rx Fund, L.P. ("VentureLabs Rx V") and 204,298 shares of common stock by Nutritional Health Side Fund, L.P. ("Nutritional Health Side Fund"). Includes Series A-1 Preferred Stock convertible into 1,019,675 shares of common stock by Flagship Ventures Fund IV L.P. ("Flagship Fund IV"), 244,621 shares of common stock by Flagship Ventures Fund IV-Rx, L.P. ("Flagship Fund IV-Rx" and, together with VentureLabs IV and Flagship Fund IV, the "Flagship Fund IV Funds"), 303,076 shares of common stock by Flagship Fund V and 909,228 shares of common stock by Nutritional Health Disruptive Innovation Fund, L.P. ("Nutritional Innovation Fund" and, together with VentureLabs V, Flagship Fund V, VentureLabs Rx V and Nutritional Health Side Fund, the "Flagship Fund V Funds"). Includes Series A-2 Preferred Stock convertible into 747,732 shares of common stock by Flagship Fund V, 478,058 shares of common stock by VentureLabs Rx V and 102,149 shares of common stock by Nutritional Health Side Fund. Includes Series A-3 Preferred Stock convertible into 817,161 shares of common stock by Flagship Fund IV, 204,290 shares of common stock by Flagship Fund IV-Rx, 255,362 shares of common stock by Flagship Fund V and 766,089 shares of common stock by Nutritional Innovation Fund. Includes Series B Preferred Stock convertible into 340,497 shares of common stock by Flagship Fund V, 817,194 shares of common stock by VentureLabs Rx V, 1,361,989 shares of common stock by Nutritional Innovation Fund, 1,702,487 shares of common stock by Flagship Ventures Opportunities Fund I, L.P. ("Flagship Opportunities I" and, together with the Flagship Fund IV Funds and Flagship Fund V Funds, the "Flagship Funds") and 340,497 shares of common stock by Nutritional Health Side Fund. Includes Series C Preferred Stock convertible into 569,253 shares of common stock by Flagship Opportunities I, 455,402 shares of common stock by Nutritional Innovation Fund and 113,850 shares of common stock by Nutritional Health Side Fund. Flagship Fund IV is a member of Flagship VentureLabs IV and also serves as its manager. Flagship Fund V is a member of Flagship VentureLabs V and also serves as its manager. The general partner of each of Flagship Fund IV and Flagship Fund IV-Rx is Flagship Ventures Fund IV General Partner LLC ("Flagship Fund IV GP"). The general partner of Flagship Fund V, Flagship VentureLabs V-Rx, Nutritional Innovation Fund and Nutritional Health Side Fund is Flagship Ventures Fund V General Partner LLC ("Flagship Fund V GP"). The general partner of Flagship Opportunities Fund I is Flagship Ventures Opportunities Fund I General Partner LLC ("Flagship Opportunities GP," and together with Flagship Fund IV GP and Flagship Fund V GP, the "Flagship General Partners"). Noubar B. Afeyan, Ph.D. and Edwin M. Kania, Jr. are the managers of Flagship Fund IV GP and each of these individuals may be deemed to share voting and investment power with respect to all shares held by Flagship Fund IV Funds. Dr. Afeyan also serves as the managing member of the Flagship Fund V GP and Flagship Opportunities Fund GP and may be deemed to possess sole voting and investment control over the shares held by the Flagship Fund V Funds and Flagship Opportunities Fund I. Each of the Flagship General Partners, Dr. Afeyan and Mr. Kania disclaims beneficial ownership of any shares beneficially owned by the Flagship Funds except to the extent of its or his pecuniary interest therein. Exhibit 24 - Power of Attorney. Due to the limitations of the electronic filing system each of Flagship Ventures Fund IV General Partner LLC, Flagship VentureLabs IV LLC, Flagship Ventures Fund IV, L.P. and Flagship Ventures Fund IV-Rx, L.P. are filing a separate Form 3. Flagship Ventures Fund V General Partner LLC, By: /s/ Noubar B. Afeyan, Name: Noubar B. Afeyan, Ph.D., Title: Manager 2018-05-08 Flagship VentureLabs V LLC, By: Flagship Ventures Fund V, L.P., its manager, By: Flagship Ventures Fund V General Partner LLC, its general partner, By: /s/ Noubar B. Afeyan, Ph.D., Name: Noubar B. Afeyan, Ph.D., Title: Manager 2018-05-08 Flagship Ventures Fund V, L.P., By: Flagship Ventures Fund V General Partner LLC, its general partner, By: /s/ Noubar B. Afeyan, Name: Noubar B. Afeyan, Ph.D., Title: Manager 2018-05-08 Flagship V VentureLabs Rx Fund, L.P., By: Flagship Ventures Fund V General Partner LLC, its general partner, By: /s/ Noubar B. Afeyan, Name: Noubar B. Afeyan, Ph.D., Title: Manager 2018-05-08 Nutritional Health Disruptive Innovation Fund, L.P., By: Flagship Ventures Fund V General Partner LLC, its general partner, By: /s/ Noubar B. Afeyan, Name: Noubar B. Afeyan, Ph.D., Title: Manager 2018-05-08 Nutritional Health Side Fund, L.P., By: Flagship Ventures Fund V General Partner LLC, its general partner, By: /s/ Noubar B. Afeyan, Name: Noubar B. Afeyan, Ph.D., Title: Manager 2018-05-08 Flagship Ventures Opportunities Fund I, L.P., By: Flagship Ventures Opportunities Fund I General Partner LLC, its general partner, By: /s/ Noubar B. Afeyan, Name: Noubar B. Afeyan, Ph.D., Title: Manager 2018-05-08 Flagship Ventures Opportunities Fund I General Partner LLC, By: /s/ Noubar B. Afeyan, Name: Noubar B. Afeyan, Ph.D., Title: Manager 2018-05-08 /s/ Noubar B. Afeyan, Noubar B. Afeyan, Ph.D. 2018-05-08 /s/ Edwin M. Kania, Jr., Edwin M. Kania, Jr. 2018-05-08