Filing Details

Accession Number:
0000899243-21-031796
Form Type:
4
Zero Holdings:
No
Publication Time:
2021-08-05 17:41:01
Reporting Period:
2021-08-03
Accepted Time:
2021-08-05 17:41:01
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1850838 Omega Therapeutics Inc. OMGA () 4
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1222012 Noubar Afeyan C/O Omega Therapeutics, Inc.
20 Acorn Park Drive
Cambridge MA 02140
Yes No Yes No
1400240 Flagship Pioneering Inc. 55 Cambridge Parkway, Suite 800
Cambridge MA 02142
No No Yes No
1716926 Flagship Pioneering Fund Vi, L.p. 55 Cambridge Parkway, Suite 800
Cambridge MA 02142
No No Yes No
1724957 Flagship Pioneering Fund Vi General Partner Llc 55 Cambridge Parkway, Suite 800
Cambridge MA 02142
No No Yes No
1761283 Flagship Pioneering Special Opportunities Fund Ii, L.p. 55 Cambridge Parkway, Suite 800
Cambridge MA 02142
No No Yes No
1780951 Nutritional Health Ltp Fund General Partner Llc 55 Cambridge Parkway, Suite 800
Cambridge MA
No No Yes No
1780956 Nutritional Health Ltp Fund, L.p. 55 Cambridge Parkway, Suite 800
Cambridge MA 02142
No No Yes No
1826217 Flagship Pioneering Special Opportunities Fund Ii General Partner Llc 55 Cambridge Parkway, Suite 800
Cambridge MA 02142
No No Yes No
1860059 Fpn General Partner Llc General Partner, Llc
55 Cambridge Parkway, Suite 800
Cambridge MA 02142
No No Yes No
1860062 Fpn, L.p. General Partner, Llc
55 Cambridge Parkway, Suite 800
Cambridge MA 02142
No No Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Acquisiton 2021-08-03 1,088,470 $0.00 1,088,470 No 4 C Indirect See Footnotes
Common Stock Acquisiton 2021-08-03 5,896,386 $0.00 5,896,386 No 4 C Indirect See Footnotes
Common Stock Acquisiton 2021-08-03 8,396,825 $0.00 8,396,825 No 4 C Indirect See Footnotes
Common Stock Acquisiton 2021-08-03 220,588 $17.00 8,617,413 No 4 P Indirect See Footnotes
Common Stock Acquisiton 2021-08-03 970,588 $0.00 970,588 No 4 C Indirect See Footnotes
Common Stock Acquisiton 2021-08-03 4,852,943 $0.00 4,852,943 No 4 C Indirect See Footnotes
Common Stock Acquisiton 2021-08-03 661,764 $17.00 5,514,707 No 4 P Indirect See Footnotes
Common Stock Acquisiton 2021-08-03 1,323,529 $0.00 1,323,529 No 4 C Indirect See Footnotes
Common Stock Acquisiton 2021-08-03 294,117 $17.00 1,617,646 No 4 P Indirect See Footnotes
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 C Indirect See Footnotes
No 4 C Indirect See Footnotes
No 4 C Indirect See Footnotes
No 4 P Indirect See Footnotes
No 4 C Indirect See Footnotes
No 4 C Indirect See Footnotes
No 4 P Indirect See Footnotes
No 4 C Indirect See Footnotes
No 4 P Indirect See Footnotes
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Common Stock Series A Convertible Preferred Stock Disposition 2021-08-03 4,112,000 $0.00 1,088,470 $0.00
Common Stock Series A Convertible Preferred Stock Disposition 2021-08-03 22,275,232 $0.00 5,896,386 $0.00
Common Stock Series A Convertible Preferred Stock Disposition 2021-08-03 27,388,000 $0.00 7,249,767 $0.00
Common Stock Series A Convertible Preferred Stock Disposition 2021-08-03 3,000,000 $0.00 794,118 $0.00
Common Stock Series B Convertible Preferred Stock Disposition 2021-08-03 2,666,667 $0.00 705,882 $0.00
Common Stock Series B Convertible Preferred Stock Disposition 2021-08-03 666,667 $0.00 176,470 $0.00
Common Stock Series B Convertible Preferred Stock Disposition 2021-08-03 13,333,333 $0.00 3,529,413 $0.00
Common Stock Series B Convertible Preferred Stock Disposition 2021-08-03 3,333,333 $0.00 882,353 $0.00
Common Stock Series C Convertible Preferred Stock Disposition 2021-08-03 1,666,667 $0.00 441,176 $0.00
Common Stock Series C Convertible Preferred Stock Disposition 2021-08-03 5,000,000 $0.00 1,323,530 $0.00
Common Stock Series C Convertible Preferred Stock Disposition 2021-08-03 1,666,666 $0.00 441,176 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
0 No 4 C Indirect
0 No 4 C Indirect
0 No 4 C Indirect
0 No 4 C Indirect
0 No 4 C Indirect
0 No 4 C Indirect
0 No 4 C Indirect
0 No 4 C Indirect
0 No 4 C Indirect
0 No 4 C Indirect
0 No 4 C Indirect
Reported Non-Derivative Holdings
Sec. Name Remaning Holdings Nature of Ownership Explanation
Common Stock 2,197,059 Indirect See Footnotes
Footnotes
  1. The shares of Issuer's preferred stock have no expiration date and are convertible at the holder's election into Issuer's common stock at a conversion ratio of 1-to-0.264706. The preferred stock will automatically convert into shares of the Issuer's common stock, for no additional consideration, upon the closing of the Issuer's initial public offering.
  2. Represents shares held directly by Flagship V VentureLabs Rx Fund, L.P. ("Flagship Fund V Rx").
  3. Represents shares held directly by Flagship Ventures Fund V, L.P. ("Flagship Fund V").
  4. Represents shares held directly by Flagship Pioneering Fund VI, L.P. ("Flagship Pioneering VI").
  5. Represents shares held directly by Nutritional Health LTP Fund, L.P. ("Nutritional LTP").
  6. Represents shares held directly by Flagship Pioneering Special Opportunities Fund II, L.P. ("Flagship Opportunities Fund II")
  7. Represents shares held directly by FPN, L.P. ("FPN Fund").
  8. Represents shares held directly by Flagship VentureLabs V, LLC ("VentureLabs V").
  9. Flagship Fund V is a member of VentureLabs V. VentureLabs V Manager LLC ("VentureLabs V Manager") is the manager of VentureLabs V. Flagship Pioneering, Inc. ("Flagship Pioneering") is the manager of VentureLabs V Manager. The General Partner of Flagship Fund V and Flagship Fund V Rx is Flagship Ventures Fund V General Partner LLC ("Flagship V GP"). The General Partner of Flagship Pioneering VI is Flagship Pioneering Fund VI General Partner LLC ("Flagship Pioneering VI GP"). The General Partner of Flagship Opportunities Fund II is Flagship Pioneering Special Opportunities Fund II General Partner LLC ("Flagship Opportunities Fund II GP").
  10. (continued from above) The general partner of FPN Fund is FPN General Partner LLC ("FPN GP"). The manager of Flagship Pioneering VI GP, Flagship Opportunities Fund II GP, and FPN GP is Flagship Pioneering. The general partner of Nutritional LTP is Nutritional Health LTP Fund General Partner LLC ("Nutritional LTP GP" and, together with VentureLabs V Manager, Flagship Pioneering, Flagship V GP, Flagship Pioneering VI GP, Flagship Opportunities Fund II GP and FPN GP, the "Flagship General Partners").
  11. (continued from above) Noubar B. Afeyan, Ph.D. ("Dr. Afeyan") is the sole director of Flagship Pioneering and may be deemed to have beneficial ownership of all the shares held by VentureLabs V, Flagship Pioneering VI, Flagship Opportunities Fund II and FPN Fund. In addition, Dr. Afeyan serves as the sole manager of Flagship V GP and is the sole member and manager of Nutritional LTP GP and may be deemed to have beneficial ownership of all the shares held by Flagship Fund V, Flagship Fund V Rx and Nutritional LTP. None of the Flagship General Partners nor Dr. Afeyan directly own any of the shares held by the Reporting Persons, and each of the Flagship General Partners and Dr. Afeyan disclaims beneficial ownership of such shares except to the extent of its or his pecuniary interest therein.