SEC Form 4 · accession 0001104659-16-131412
Syros Pharmaceuticals, Inc. · SYRS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Noubar Afeyan
10% Owner
Edwin M Kania Jr.
10% Owner
Flagship Ventures Fund IV, L.P.
10% Owner
Flagship Ventures Fund IV-Rx, L.P.
10% Owner
Flagship VentureLabs IV, LLC
10% Owner
Period of report
Jul 6, 2016
Accepted (ET)
Jul 7, 2016 · 6:04 am 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 StockF5,F1 | Jul 6, 2016 | C | 213,333 | — | A | 213,333 | I | See Footnote |
| Common StockF6,F1 | Jul 6, 2016 | C | 53,333 | — | A | 53,333 | I | See Footnote |
| Common StockF5,F2 | Jul 6, 2016 | C | 1,066,666 | — | A | 1,279,999 | I | See Footnote |
| Common StockF6,F2 | Jul 6, 2016 | C | 266,666 | — | A | 319,999 | I | See Footnote |
| Common StockF5,F3 | Jul 6, 2016 | C | 1,600,000 | — | A | 2,879,999 | I | See Footnote |
| Common StockF6,F3 | Jul 6, 2016 | C | 400,000 | — | A | 719,999 | I | See Footnote |
| Common StockF5,F4 | Jul 6, 2016 | C | 474,661 | — | A | 3,354,660 | I | See Footnote |
| Common StockF6,F4 | Jul 6, 2016 | C | 118,665 | — | A | 838,664 | I | See Footnote |
| Common StockF5 | Jul 6, 2016 | P | 320,000 | $12.50 | A | 3,674,660 | I | See Footnote |
| Common StockF6 | Jul 6, 2016 | P | 80,000 | $12.50 | A | 918,664 | I | See Footnote |
| Common StockF7 | holding | — | — | — | 213,332 | 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 | 800,000 | D | — | — | Common Stock | 213,333 | 0 | I |
| Series A-1 Preferred StockF6,F1 | — | Jul 6, 2016 | C | 200,000 | D | — | — | Common Stock | 53,333 | 0 | I |
| Series A-2 Preferred StockF5,F2 | — | Jul 6, 2016 | C | 4,000,000 | D | — | — | Common Stock | 1,066,666 | 0 | I |
| Series A-2 Preferred StockF6,F2 | — | Jul 6, 2016 | C | 1,000,000 | D | — | — | Common Stock | 266,666 | 0 | I |
| Series A-3 Preferred StockF5,F3 | — | Jul 6, 2016 | C | 6,000,000 | D | — | — | Common Stock | 1,600,000 | 0 | I |
| Series A-3 Preferred StockF6,F3 | — | Jul 6, 2016 | C | 1,500,000 | D | — | — | Common Stock | 400,000 | 0 | I |
| Series B Preferred StockF5,F4 | — | Jul 6, 2016 | C | 1,779,981 | D | — | — | Common Stock | 474,661 | 0 | I |
| Series B Preferred StockF6,F4 | — | Jul 6, 2016 | C | 444,995 | D | — | — | Common Stock | 118,665 | 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 was 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 was 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 was 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 was 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.
- F5Held by Flagship Ventures Fund IV, L.P. ("Flagship IV"). Flagship Ventures Fund IV General Partner LLC ("Flagship IV LLC") is the general partner of Flagship IV. Noubar B. Afeyan, Ph.D. and Edwin M. Kania, Jr. are the managers of Flagship IV LLC. Flagship IV LLC and each of these individuals may be deemed to share voting and investment power with respect to all shares held by Flagship IV. Each of the filing persons other than Flagship IV disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein. Stephane Bancel, a director of the Issuer, is a limited partner of Flagship IV and a member of Flagship IV LLC. Mr. Bancel disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.
- F6Held by Flagship Ventures Fund IV-Rx, L.P. ("Flagship IV-Rx"). Flagship IV LLC is the general partner of Flagship IV-Rx. Noubar B. Afeyan, Ph.D. and Edwin M. Kania, Jr. are the managers of Flagship IV LLC. Flagship IV LLC and each of these individuals may be deemed to share voting and investment power with respect to all shares held by Flagship IV-Rx. Each of the filing persons other than Flagship IV-Rx disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein. Stephane Bancel, a director of the Issuer, is a member of Flagship IV LLC. Mr. Bancel disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.
- F7Held by Flagship VentureLabs IV, LLC ("VentureLabs IV"). Flagship IV is the manager of VentureLabs IV. Flagship IV LLC is the general partner of Flagship IV. Noubar B. Afeyan, Ph.D. and Edwin M. Kania, Jr. are the managers of Flagship IV LLC. Flagship IV, Flagship IV LLC and each of these individuals may be deemed to share voting and investment power with respect to all shares held by VentureLabs IV. Each of the filing persons other than VentureLabs IV disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein. Stephane Bancel, a director of the Issuer, is a limited partner of Flagship IV and a member of Flagship IV LLC. Mr. Bancel disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.