SEC Form 3 · accession 0000899243-17-021253
SYNLOGIC, INC. · SYBX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Atlas Venture Fund IX, L.P.
10% Owner
Period of report
Aug 28, 2017
Accepted (ET)
Aug 30, 2017 · 4:05 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001527599
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | holding | — | — | — | 2,651,963 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Shares of capital stock of the corporation then known as Synlogic, Inc. ("Old Synlogic") were converted into shares of the Issuer pursuant to that certain Agreement and Plan of Merger and Reorganization, dated as of May 15, 2017, by and among the Issuer, Meerkat Merger Sub, Inc. and Old Synlogic (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, each share of capital stock was exchanged for 0.5532 shares of the Issuer's common stock, after giving effect to a reverse split of the Issuer's common stock of 7-to-1.
- F2Represents (i) 500,000 shares of common stock of Old Synlogic, (ii) 559,770 shares of Series A-1 preferred stock of Old Synlogic, (iii) 790,476 shares of Series A-2 preferred stock of Old Synlogic, (iv) 1,474,998 shares of Series A-3 preferred stock of Old Synlogic, (v) 1,096,408 shares of Series B preferred stock of Old Synlogic and (vi) 372,209 shares of Series C preferred stock of Old Synlogic, in each case prior to conversion pursuant to the Merger Agreement.
- F3The reportable securities are owned by Atlas Venture Fund IX, L.P. ("Atlas IX"). Atlas Venture Associates IX, L.P. ("AVA IX LP"), is the general partner of Atlas IX, and Atlas Venture Associates IX, LLC ("AVA IX LLC"), is the general partner of AVA IX LP. Each of AVA IX LP and AVA IX LLC disclaims Section 16 beneficial ownership of the securities held by Atlas IX, except to the extent of its pecuniary interest therein, if any.