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

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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^*

Goyal Vikas

(Last)

(First)

(Middle)

C/O S.R. ONE, LIMITED

161 WASHINGTON STREET, SUITE 500

(Street)

CONSHOHOCKEN

19428

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Spero Therapeutics, Inc. [ SPRO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/06/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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	11/06/2017		C		244,147	A	⁽²⁾	244,147	I	See Footnote⁽³⁾
Common Stock	11/06/2017		C		246,272	A	⁽²⁾	490,419	I	See Footnote⁽³⁾
Common Stock	11/06/2017		C		328,992	A	⁽²⁾	819,411	I	See Footnote⁽³⁾
Common Stock	11/06/2017		C		606,024	A	⁽²⁾	1,425,435	I	See Footnote⁽³⁾
Common Stock	11/06/2017		P		428,571⁽¹⁾	A	$14	1,854,006	I	See Footnote⁽³⁾

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)
Junior preferred stock	⁽²⁾	11/06/2017		C			1,483,784	⁽²⁾	⁽²⁾	Common Stock	244,147	$0.00	0	I	See Footnote⁽³⁾
Series A preferred stock	⁽²⁾	11/06/2017		C			982,906	⁽²⁾	⁽²⁾	Common Stock	246,272	$0.00	0	I	See Footnote⁽³⁾
Series B preferred stock	⁽²⁾	11/06/2017		C			1,250,000	⁽²⁾	⁽²⁾	Common Stock	328,992	$0.00	0	I	See Footnote⁽³⁾
Series C preferred stock	⁽²⁾	11/06/2017		C			3,683,045	⁽²⁾	⁽²⁾	Common Stock	606,024	$0.00	0	I	See Footnote⁽³⁾

Explanation of Responses:

1. Reflects shares of the Issuer's common stock that were purchased in connection with the Issuer's initial public offering.

2. Amount of underlying securities reflects the application of the applicable conversion ratio as set forth in the Issuer's Amended and Restated Certificate of Incorporation in effect immediately prior to the closing of the initial public offering (as adjusted by the 1-for-6.0774 reverse stock split of the Issuer's common stock effected on October 20, 2017). The preferred stock had no expiration date.

3. S.R. One, Limited, an indirect,wholly-owned subsidiary of GlaxoSmithKline plc, is the record holder of these shares reported herein. Vikas Goyal is a Principal at S.R. One, Limited and an employee of GlaxoSmithKline LLC, an indirect, wholly-owned subsidiary of GlaxoSmithKline plc. Mr. Goyal disclaims beneficial ownership of all shares held by S.R. One, Limited and this report shall not be deemed an admission of beneficial ownership of such shares for the purpose of Section 16 or for any other purpose except to the extent of his pecuniary interest therein.

Remarks:

	/s/ Matthew Tikonoff, Attorney-in-Fact for Vikas Goyal	11/07/2017
	** 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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