SEC Form 4 · accession 0001209191-15-074305
SYNLOGIC, INC. · SYBX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
New Enterprise Associates 14, L.P.
10% Owner
Period of report
Oct 5, 2015
Accepted (ET)
Oct 6, 2015 · 3:13 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 | Oct 5, 2015 | C | 1,241,650 | — | A | 1,241,650 | D | |
| Common StockF3,F2 | Oct 6, 2015 | J | 257,516 | $0.00 | A | 1,499,166 | D | |
| Common StockF4,F2 | Oct 5, 2015 | C | 583,559 | — | A | 2,082,725 | D | |
| Common StockF5,F2 | Oct 6, 2015 | J | 31,650 | $0.00 | A | 2,114,375 | D | |
| Common StockF2 | Oct 6, 2015 | P | 857,142 | $7.00 | A | 2,971,517 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series C Preferred StockF6,F1,F2,F7 | — | Oct 5, 2015 | C | 1,241,650 | D | — | — | Common Stock | 1,241,650 | 0 | D |
| Series D Preferred StockF3,F2,F4,F7 | — | Oct 5, 2015 | C | 583,559 | D | — | — | Common Stock | 583,559 | 0 | D |
Explanation of responses
- F1Each share of Series C Preferred Stock automatically converted on a one-to-one basis into Common Stock upon the consummation of the Issuer's initial public offering.
- F2The securities are directly held by New Enterprise Associates 14, L.P. ("NEA 14") and are indirectly held by NEA Partners 14, L.P. ("NEA Partners 14"), the sole general partner of NEA 14, NEA 14 GP, LTD ("NEA 14 LTD"), the sole general partner of NEA Partners 14 and each of the individual directors of NEA 14 LTD (NEA Partners 14, NEA 14 LTD and the individual directors of NEA 14 LTD (collectively, the "Directors") together, the "Indirect Reporting Persons"). The Directors of NEA 14 LTD are M. James Barrett, Peter J. Barris, Forest Baskett, Anthony A. Florence, Jr., Patrick J. Kerins, Krishna "Kittu" Kolluri, David M. Mott, Scott D. Sandell, Peter W. Sonsini, Ravi Viswanathan and Harry R. Weller. The Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 14 securities in which the Indirect Reporting Persons have no pecuniary interest.
- F3The shares were issued for no additional consideration pursuant to an accruing paid-in-kind dividend on shares of Series C Preferred Stock of the Company.
- F4Each share of Series D Preferred Stock automatically converted on a one-to-one basis into Common Stock upon the consummation of the Issuer's initial public offering.
- F5The shares were issued for no additional consideration pursuant to an accruing paid-in-kind dividend on shares of Series D Preferred Stock of the Company.
- F6Due to a clerical error, the Reporting Person's Form 3 which previously reported the holding of these shares understated the total by one (1) share.
- F7The expiration date is not relevant to the conversion of these securities.