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Filing Details

Accession Number:: 0000899243-22-033703
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-10-17 16:42:13
Reporting Period:: 2022-10-13

Accepted Time:: 2022-10-17 16:42:13
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1633070	Axcella Health Inc.	AXLA	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1222012	Noubar Afeyan	55 Cambridge Parkway, Suite 800E 20 Acorn Park Drive Cambridge MA 02142	No	No	Yes	No
1503559	Flagship Ventures Fund Iv, L.p.	55 Cambridge Parkway, Suite 800E Cambridge MA 02142	No	No	Yes	No
1508051	Flagship Ventures Fund Iv General Partner Llc	55 Cambridge Parkway, Suite 800E Cambridge MA 02142	No	No	Yes	No
1677345	Flagship Ventures Opportunities Fund I, L.p.	55 Cambridge Parkway, Suite 800E Cambridge MA 02142	No	No	Yes	No
1725004	Flagship Ventures Opportunities Fund I General Partner Llc	55 Cambridge Parkway, Suite 800E Cambridge MA 02142	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2022-10-13	2,743,902	$1.64	11,344,305	No	4	P	Indirect	By Flagship Ventures Fund IV, L.P.
Common Stock	Acquisiton	2022-10-13	2,757,333	$1.64	14,101,638	No	4	P	Indirect	By Flagship Ventures Fund IV, L.P.
Common Stock	Acquisiton	2022-10-13	914,634	$1.64	5,380,500	No	4	P	Indirect	By Flagship Ventures Opportunities I, L.P.
Common Stock	Acquisiton	2022-10-13	919,111	$1.64	6,299,611	No	4	P	Indirect	By Flagship Ventures Opportunities I, L.P.
Common Stock	Acquisiton	2022-10-13	3,048,780	$1.64	3,048,780	No	4	P	Indirect	By FPA, L.P.

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	By Flagship Ventures Fund IV, L.P.
No	4	P	Indirect	By Flagship Ventures Fund IV, L.P.
No	4	P	Indirect	By Flagship Ventures Opportunities I, L.P.
No	4	P	Indirect	By Flagship Ventures Opportunities I, L.P.
No	4	P	Indirect	By FPA, L.P.

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	2,004,657	Indirect	By Flagship Ventures Fund IV-Rx, L.P.
Common Stock	2,035,830	Indirect	By Flagship VentureLabs IV, LLC
Common Stock	1,761,029	Indirect	By Flagship Ventures Fund 2007, L.P.

Footnotes

On October 13, 2022, Flagship Ventures Fund IV, L.P. ("Flagship Fund IV"), Flagship Ventures Opportunities Fund I, L.P. ("Flagship Opportunities I") and FPA, L.P. ("FPA Fund") purchased 2,743,902 shares, 914,634 shares and 3,048,780 shares, respectively, of the Issuer's Common Stock in a registered direct offering (the "October 2022 Offering") at a price of $1.64 per share pursuant to a Securities Purchase Agreement dated October 13, 2022.
Shares held by Flagship Fund IV. Flagship Ventures Fund IV General Partner LLC ("Flagship Fund IV GP") is the general partner of Flagship Fund IV. Noubar B. Afeyan, Ph.D. is the sole manager of Flagship Fund IV GP. Each of the reporting persons except for Flagship Fund IV disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.
Represents shares of Common Stock issued upon conversion of unsecured convertible promissory notes (the "Notes") previously held by Flagship Fund IV and Flagship Opportunities I that were issued pursuant to the terms of the Securities Purchase Agreement dated September 20, 2022. In connection with the October 2022 Offering, the conversion price of the Notes became fixed at $1.64 and the outstanding principal plus accrued interest of the Notes held by Flagship Fund IV and Flagship Opportunities I automatically converted into 2,757,333 shares and 919,111 shares, respectively, of the Issuer's Common Stock.
Shares held by Flagship Opportunities I. Flagship Ventures Opportunities Fund I General Partner LLC ("Flagship Opportunities GP") is the general partner of Flagship Opportunities I. Noubar B. Afeyan, Ph.D. is the sole manager of Flagship Opportunities GP. Each of the reporting persons except for Flagship Opportunities I disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein.
Shares held by FPA Fund. FPA General Partner LLC ("FPA Fund GP") is the general partner of FPA Fund. Flagship Pioneering, Inc. ("Flagship Pioneering") is the manager of FPA Fund GP. Noubar B. Afeyan, Ph.D. is the CEO and sole stockholder of Flagship Pioneering. Each of the reporting persons except for FPA Fund disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.
Shares held by Flagship Ventures Fund IV-Rx, L.P., ("Flagship Fund IV-Rx"). Flagship Fund IV GP is the general partner of Flagship Fund IV-Rx. Noubar B. Afeyan, Ph.D. is the sole manager of Flagship Fund IV GP. Each of the reporting persons except for Flagship Fund IV-Rx disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.
Shares held by Flagship VentureLabs IV, LLC ("VentureLabs IV"). Flagship Fund IV is a member of VentureLabs IV and also serves as its manager. Flagship Fund IV GP is the general partner of Flagship Fund IV. Noubar B. Afeyan, Ph.D. is the sole manager of Flagship Fund IV GP. Each of the reporting persons except for VentureLabs IV disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.
Shares held by Flagship Ventures Fund 2007, L.P. ("Flagship Fund 2007"). Flagship Ventures Fund 2007 General Partner LLC ("Fund 2007 GP") is the general partner of Flagship Fund 2007. Noubar B. Afeyan, Ph.D. is the sole manager of Fund 2007 GP. Each of the reporting persons except for Flagship Fund 2007 disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.