SEC Form 4 · accession 0001104659-18-043855
Neon Therapeutics, Inc. · NTGN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Cary Pfeffer
Director
Period of report
Jun 29, 2018
Accepted (ET)
Jul 3, 2018 · 4:29 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001694187
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F3,F4,F5 | Jun 29, 2018 | C | 0 | — | A | 0 | I | See footnote |
| Common StockF2,F3,F6,F5 | Jun 29, 2018 | C | 0 | — | A | 0 | 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 Preferred StockF1,F3,F5 | — | Jun 29, 2018 | C | 0 | D | — | — | Common Stock | 0 | 0 | I |
| Series B Preferred StockF2,F3,F5 | — | Jun 29, 2018 | C | 0 | D | — | — | Common Stock | 0 | 0 | I |
Explanation of responses
- F1Third Rock Ventures III, L.P. ("TRV III") received 8,999,999 shares of Common Stock of the Issuer upon conversion of 45,000,000 shares of Series A Preferred Stock in connection with the closing of the Issuer's initial public offering.
- F2TRV III received 341,637 shares of Common Stock of the Issuer upon conversion of 1,708,185 shares of Series B Preferred Stock in connection with the closing of the Issuer's initial public offering.
- F3All series of Preferred Stock automatically converted into the Issuer's Common Stock on a 5-for-1 basis upon the closing of the Issuer's initial public offering on June 29, 2018 and had no expiration date.
- F4After the above transaction, TRV III owned 9,399,999 shares of Common Stock of the Issuer.
- F5These shares are directly held by TRV III. The general partner of TRV III is Third Rock Ventures GP III, L.P. ("TRV GP III"). The general partner of TRV GP III is TRV GP III, LLC ("TRV GP III LLC"). The individual managers of TRV GP III LLC are Mark Levin ("Levin"), Kevin Starr ("Starr") and Dr. Robert Tepper ("Tepper"). Each of TRV GP III, TRV GP III LLC, Levin, Starr and Tepper disclaims beneficial ownership of the shares except to the extent of its or his pecuniary interest therein, if any, and this report shall not be deemed an admission that it or he is the beneficial owner of such shares.
- F6After the above transaction, TRV III owned 9,741,636 shares of Common Stock of the Issuer.