SEC Form 4 · accession 0001104659-16-131384
Syros Pharmaceuticals, Inc. · SYRS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert Nelsen
Director · 10% Owner
Period of report
Jul 6, 2016
Accepted (ET)
Jul 6, 2016 · 9:22 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001556263
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F5 | Jul 6, 2016 | C | 266,666 | — | A | 479,999 | I | See footnote |
| Common StockF2,F5 | Jul 6, 2016 | C | 1,333,333 | — | A | 1,813,332 | I | See footnote |
| Common StockF3,F5 | Jul 6, 2016 | C | 2,000,000 | — | A | 3,813,332 | I | See footnote |
| Common StockF4,F5 | Jul 6, 2016 | C | 423,805 | — | A | 4,237,137 | I | See footnote |
| Common StockF5 | Jul 6, 2016 | P | 400,000 | $12.50 | A | 4,637,137 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A-1 Preferred StockF5,F1 | — | Jul 6, 2016 | C | 1,000,000 | D | — | — | Common Stock | 266,666 | 0 | I |
| Series A-2 Preferred StockF5,F2 | — | Jul 6, 2016 | C | 5,000,000 | D | — | — | Common Stock | 1,333,333 | 0 | I |
| Series A-3 Preferred StockF5,F3 | — | Jul 6, 2016 | C | 7,500,000 | D | — | — | Common Stock | 2,000,000 | 0 | I |
| Series B Preferred StockF5,F4 | — | Jul 6, 2016 | C | 1,589,269 | D | — | — | Common Stock | 423,805 | 0 | I |
Explanation of responses
- F1The Series A-1 Preferred Stock converted into Common Stock on a 3.75-for-one basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series A-1 Preferred Stock were convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares had no expiration date.
- F2The Series A-2 Preferred Stock converted into Common Stock on a 3.75-for-one basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series A-2 Preferred Stock were convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares had no expiration date.
- F3The Series A-3 Preferred Stock converted into Common Stock on a 3.75-for-one basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series A-3 Preferred Stock were convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares had no expiration date.
- F4The Series B Preferred Stock converted into Common Stock on a 3.75-for-one basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series B Preferred Stock were convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares had no expiration date.
- F5These shares are owned directly by ARCH Venture Fund VII, L.P. ("ARCH Fund VII"). The sole general partner of ARCH Fund VII is ARCH Venture Partners VII, L.P. ("ARCH Partners VII"). The sole general partner of ARCH Partners VII is ARCH Venture Partners VII, LLC ("ARCH VII LLC"). The Managing Directors of ARCH VII LLC, Robert T. Nelsen, Keith Crandell and Clinton Bybee, are deemed to have voting and dispositive power over the shares and may be deemed to beneficially own certain shares held by ARCH Fund VII. Each Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Persons are the beneficial owners of such securities for Section 16 or any other purpose.