SEC Filing – Morphic Therapeutic

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Omega Fund V, L.P.

(Last)

(First)

(Middle)

888 BOYLSTON STREET

SUITE 1111

(Street)

BOSTON

02199

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/26/2019

3. Issuer Name and Ticker or Trading Symbol
Morphic Holding, Inc. [ MORF ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
No securities beneficially held	0	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	857,470	⁽¹⁾	D⁽²⁾
Series B Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	1,978,779	⁽³⁾	D⁽²⁾

1. Name and Address of Reporting Person^*

Omega Fund V, L.P.

(Last)

(First)

(Middle)

888 BOYLSTON STREET

SUITE 1111

(Street)

BOSTON

02199

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Omega Fund V GP, L.P.

(Last)

(First)

(Middle)

888 BOYLSTON STREET

SUITE 1111

(Street)

BOSTON

02199

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Omega Fund V GP Manager, Ltd.

(Last)

(First)

(Middle)

888 BOYLSTON STREET

SUITE 1111

(Street)

BOSTON

02199

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Lim Richard J.

(Last)

(First)

(Middle)

888 BOYLSTON STREET

SUITE 1111

(Street)

BOSTON

02199

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Nessi Claudio

(Last)

(First)

(Middle)

888 BOYLSTON STREET

SUITE 1111

(Street)

BOSTON

02199

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Paster Anne-Mari

(Last)

(First)

(Middle)

888 BOYLSTON STREET

SUITE 1111

(Street)

BOSTON

02199

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Stampacchia Otello

(Last)

(First)

(Middle)

888 BOYLSTON STREET

SUITE 1111

(Street)

BOSTON

02199

(City)

(State)

(Zip)

Explanation of Responses:

1. Each share of the issuer's Series A Preferred Stock will automatically convert into one share of the issuer's Common Stock immediately upon the closing of the issuer's initial public offering ("IPO") and has no expiration date.

2. Otello Stampacchia, a director of the issuer, Richard Lim, Claudio Nessi and Anne-Mari Paster are the directors of Omega Fund V GP Manager, Ltd. ("Omega Manager"), which is the sole general partner of Omega Fund GP, L.P. ("Omega GP"), which is the sole general partner of Omega Fund V, L.P. ("Omega L.P."). Such individuals may be deemed to share voting and dispositive power over the shares held by Omega L.P. Such individuals, together with Omega GP and Omega Manager, disclaim beneficial ownership of the shares held by Omega L.P. except to the extent of their respective pecuniary interest therein.

3. Each share of the issuer's Series B Preferred Stock will automatically convert into one share of the issuer's Common Stock immediately upon the closing of the issuer's IPO and has no expiration date.

	By Omega Fund V, L.P., by Omega Fund GP, L.P., its general partner, by Omega Fund V GP Manager, Ltd., its general partner, /s/ Anne-Mari Paster, Director	06/26/2019
	By Omega Fund GP, L.P., its general partner, by Omega Fund V GP Manager, Ltd., its general partner, /s/ Anne-Mari Paster, Director	06/26/2019
	By Omega Fund V GP Manager, Ltd., its general partner, /s/ Anne-Mari Paster, Director	06/26/2019
	/s/ Anne-Mari Paster, attorney-in-fact for Richard J. Lim	06/26/2019
	/s/ Claudio Nessi	06/26/2019
	/s/ Anne-Mari Paster	06/26/2019
	/s/ Anne-Mari Paster, attorney-in-fact for Otello Stampacchia	06/26/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

                               POWER OF ATTORNEY

       Know  all  by  these  presents,  that  each  of  the  undersigned  hereby
 constitutes  and appoints each other undersigned, such person's true and lawful
 attorney-in-fact, to:

          (I) execute for and on behalf of each of such person Forms 3, 4, and 5
              and  Schedules  13D  or  13G,  as  appropriate,  and  any required
              amendments  thereto (collectively, the "Repo11s"), with respect to
              their  current or future beneficial ownership of securities of any
              public  company,  in  accordance with Section 13(d) and/or Section
              16(a)  of the Securities Exchange Act of 1934, as amended, and the
              respective rules (including Rule l3d-l) promulgated thereunder;

          (2) do  and  perform any and all acts for and on behalf of such person
              which  may  be  necessary or desirable to complete and execute any
              such  Report  and  timely  file  such  form with the United States
              Securities  and  Exchange  Commission  and  any  stock exchange or
              similar authority; and

          (3) take  any  other  action of any type whatsoever in connection with
              the foregoing which, in the opinion of an attorney-in-fact, may be
              of  benefit  to,  in the best interest of, or legally required by,
              such person, it being understood that the documents executed by an
              attorney-in-fact  on  behalf of such person pursuant to this Power
              of Attorney shall be in such form and shall contain such terms and
              conditions   as   such   attorney-in-fact   may  approve  in  such
              attorney-in-fact's discretion.

       Each of the undersigned hereby grants to each attorney-in-fact full power
 and  authority  to  do  and  perform  any  and  every  act and thing whatsoever
 requisite, necessary, or proper to be done in the exercise of any of the rights
 and  powers  herein  granted,  as  fully  to  all  intents  and purposes as the
 undersigned  might  or  could  do  if  personally  present,  with full power of
 substitution  or  revocation,  hereby  ratifying  and  confirming all that each
 attorney-in-fact,  or  such attorney-in-fact's substitute or substitutes, shall
 lawfully  do  or  cause  to be done by virtue of this power of attorney and the
 rights  and  powers herein granted. Each of the undersigned hereby ratifies and
 confirms each Report that has been signed by any other undersigned prior to the
 date   hereof.  Each  of  the  undersigned  acknowledges  that  each  foregoing
 attorney-in-fact,   in   serving  in  such  capacity  at  the  request  of  the
 undersigned,  is  not  assuming  any  of  the undersigneds' responsibilities to
 comply with Section 13(d) or Section 16 of the Securities Exchange Act of 1934.

      This  Power  of  Attorney  shall remain in full force and effect until the
 undersigned  are  no  longer  required  to  file  Reports  with  respect to the
 undersigneds'  current  or  future  holdings  of and transactions in securities
 issued  by  any  public company, unless earlier revoked by the undersigned in a
 signed writing delivered to each foregoing attorney-in-fact.

           [The remainder of this page is intentionally left blank.]






       IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to
  be executed as of dates set forth opposite their names.


Dated:  7/18/18                                /s/Otello Stampacchia
       --------                                ----------------------
                                               Otello Stampacchia

Dated:  7/18/18                                /s/Richard Lim
       --------                                ----------------------

Dated:  7/18/18                                /s/Anne-Mari Paster
       --------                                ----------------------
                                               Anne-Mari Paster