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Filing Details

Accession Number:: 0000899243-23-006241
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2023-02-27 17:20:26
Reporting Period:: 2023-02-27

Accepted Time:: 2023-02-27 17:20:26
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1850838	Omega Therapeutics Inc.	OMGA	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1222012	Noubar Afeyan	55 Cambridge Parkway, Suite 800E Cambridge MA 02142	Yes	No	Yes	No
1400240	Flagship Pioneering Inc.	55 Cambridge Parkway, Suite 800E Cambridge MA 02142	No	No	Yes	No
1761283	Flagship Pioneering Special Opportunities Fund Ii, L.p.	55 Cambridge Parkway, Suite 800E Cambridge MA 02142	No	No	Yes	No
1826217	Flagship Pioneering Special Opportunities Fund Ii 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	2023-02-27	1,993,986	$5.78	7,508,693	No	4	P	Indirect	By Flagship Pioneering Special Opportunities Fund II, L.P.
Common Stock	Acquisiton	2023-02-27	1,329,324	$5.78	1,329,324	No	4	P	Indirect	By Flagship Pioneering Fund VII, L.P.

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	By Flagship Pioneering Special Opportunities Fund II, L.P.
No	4	P	Indirect	By Flagship Pioneering Fund VII, L.P.

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	1,088,470	Indirect	By Flagship V VentureLabs Rx Fund, L.P.
Common Stock	5,896,386	Indirect	By Flagship Ventures Fund V, L.P.
Common Stock	8,617,413	Indirect	By Flagship Pioneering Fund VI, L.P.
Common Stock	970,588	Indirect	By Nutritional Health LTP Fund, L.P.
Common Stock	1,617,646	Indirect	By FPN, L.P.
Common Stock	2,197,059	Indirect	By Flagship VentureLabs V, LLC

Footnotes

On February 27, 2023, Flagship Pioneering Special Opportunities Fund II, L.P. ("Flagship Opportunities Fund II") and Flagship Pioneering Fund VII, L.P. ("Flagship Fund VII") purchased 1,993,986 shares and 1,329,324 shares, respectively, of the Issuer's Common Stock in a registered direct offering at a price of $5.78 per share pursuant to a Securities Purchase Agreement dated February 22, 2023.
Represents shares held directly by Flagship Opportunities Fund II. Flagship Pioneering Special Opportunities Fund II General Partner LLC ("Flagship Opportunities Fund II GP") is the general partner of Flagship Opportunities Fund II. Flagship Pioneering, Inc. ("Flagship Pioneering") is the manager of Flagship Opportunities Fund II GP. Noubar B. Afeyan, Ph.D. is the Chief Executive Officer, sole shareholder and director of Flagship Pioneering. Each of the reporting persons except Flagship Opportunities Fund II disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.
Represents shares held directly by Flagship Fund VII. Flagship Pioneering Fund VII General Partner LLC ("Flagship Fund VII GP") is the general partner of Flagship Fund VII. Flagship Pioneering is the manager of Flagship Fund VII GP. Each of the reporting persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.
Represents shares held directly by Flagship V VentureLabs Rx Fund, L.P. ("Flagship Fund V Rx"). Flagship Ventures Fund V General Partner LLC ("Flagship V GP") is the general partner of Flagship Fund V Rx. Dr. Afeyan is the sole manager of Flagship V GP. Each of the reporting persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.
Represents shares held directly by Flagship Ventures Fund V, L.P. ("Flagship Fund V"). Flagship V GP is the general partner of Flagship Fund V. Each of the reporting persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.
Represents shares held directly by Flagship Pioneering Fund VI, L.P. ("Flagship Fund VI"). Flagship Pioneering Fund VI General Partner LLC ("Flagship Fund VI GP") is the general partner of Flagship Fund VI. Flagship Pioneering is the manager of Flagship Fund VI GP. Each of the reporting persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.
Represents shares held directly by Nutritional Health LTP Fund, L.P. ("Nutritional LTP"). Nutritional Health LTP Fund General Partner LLC ("Nutritional LTP GP") is the general partner of Nutritional LTP. Flagship Pioneering is the manager of Nutritional LTP GP. Each of the reporting persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.
Represents shares held directly by FPN, L.P. ("FPN Fund"). FPN General Partner LLC ("FPN GP") is the general partner of FPN Fund. Flagship Pioneering is the manager of FPN GP. Each of the reporting persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.
Represents shares held directly by Flagship VentureLabs V, LLC ("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. Each of the reporting persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.