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^*

Nashat Amir

(Last)

(First)

(Middle)

C/O POLARIS PARTNERS

ONE MARINA PARK DRIVE, 10TH FL.

(Street)

BOSTON

02210

(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)

X	Director	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)

X	Form filed by One Reporting Person
	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 Seed Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	473,276	⁽¹⁾	I	By Polaris Partners VII, L.P.⁽²⁾⁽³⁾
Series A Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	1,236,302	⁽⁴⁾	I	By Polaris Partners VII, L.P.⁽²⁾⁽³⁾
Series B Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	344,662	⁽⁵⁾	I	By Polaris Partners VII, L.P.⁽²⁾⁽³⁾
Series Seed Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	33,108	⁽¹⁾	I	By Polaris Entrepreneurs' Fund VII, L.P.⁽⁶⁾
Series A Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	86,487	⁽⁴⁾	I	By Polaris Entrepreneurs' Fund VII, L.P.⁽⁶⁾
Series B Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	24,111	⁽⁵⁾	I	By Polaris Entrepreneurs' Fund VII, L.P.⁽⁶⁾
Stock Option (right to buy Common Stock)	⁽⁷⁾	06/26/2029	Common Stock	24,000	15	D

Explanation of Responses:

1. Each share of the issuer's Series Seed 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. The reportable securities are owned directly by Polaris Partners VII, L.P. ("PP VII"). Polaris Management Co. VII, L.L.C. ("PMC VII") is the general partner of PP VII. The reporting person, a member of the issuer's Board of Directors, is a member of PMC VII. Each of the reporting person, David Barrett ("Barrett"), Brian Chee ("Chee"), Jonathan A. Flint ("Flint"), Terrance G. McGuire ("McGuire") and Bryce Youngren ("Youngren" and, together with the reporting person, Barrett, Chee, Flint, and McGuire, the "Managing Members") are the managing members of PMC VII.

3. Each of the Managing Members, in their respective capacities with respect to PMC VII, may be deemed to have shared voting and dispositive power over the shares held by PP VII. Each of PMC VII and the Managing Members disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.

4. 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 IPO and has no expiration date.

5. 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.

6. The reportable securities are owned directly by Polaris Entrepreneurs' Fund VII, L.P. ("PEF VII"). PMC VII is the general partner of PEF VII. The reporting person, a member of the issuer's Board of Directors, is a member of PMC VII. Each of the reporting person, Barrett, Chee, Flint, McGuire and Youngren are the managing members of PMC VII. Each of the Managing Members, in their respective capacities with respect to PMC VII, may be deemed to have shared voting and dispositive power over the shares held by PEF VII. Each of PMC VII and the Managing Members disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.

7. The option vests as to 25% of the total shares on June 26, 2020, and then 9.375% of the remaining shares shall vest quarterly thereafter, subject to the reporting person's provision of service to the issuer on each vesting date.

	/s/ Robert Farrell as attorney-in-fact for Amir Nashat	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.

                           LIMITED POWER OF ATTORNEY

      The  undersigned  hereby  constitutes and appoints Robert Farrell, William
DeVaul  and Praveen Tipirneni, as long as they are providing services to Morphic
Holding,  Inc.,  a  Delaware  corporation  (the  "Company"), or any of them, the
undersigned's true and lawful attorney-in-fact to:

      (1)   execute  for  and on behalf of the undersigned, in the undersigned's
            capacity  as  an  officer and/or director of the Company, Forms 3, 4
            and  5  in  accordance with Section 16(a) of the Securities Exchange
            Act  of  1934,  as  amended  (the "Exchange Act"), and the rules and
            regulations thereunder;

      (2)   do and perform any and all acts for and on behalf of the undersigned
            that  may be necessary or desirable to complete and execute any such
            Forms  3,  4s  and 5s and timely file such forms with the Securities
            and Exchange Commission and any stock exchange or similar authority,
            if required; and

      (3)   take  any other action of any type whatsoever in connection with the
            foregoing  that,  in the opinion of such attorney-in-fact, may be of
            benefit  to,  in  the  best interest of, or legally required by, the
            undersigned, it being understood that the documents executed by such
            attorney-in-fact on behalf of the undersigned 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.

      The undersigned hereby grants to each such attorney-in-fact full power and
authority  to  do and perform each 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 and revocation,
hereby  ratifying  and  confirming  all that each such attorney-in-fact, or each
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.   The   undersigned   acknowledges   that   each   of   the   foregoing
attorneys-in-fact,   in   serving  in  such  capacity  at  the  request  of  the
undersigned,  is  not  assuming,  nor  is  the  Company  assuming,  any  of  the
undersigned's responsibilities to comply with Section 16 of the Exchange Act.

      The  undersigned  agrees that each such attorney-in-fact may rely entirely
on  information  furnished  orally or in writing by the undersigned to each such
attorney-in-fact. The undersigned also agrees to indemnify and hold harmless the
Company  and  each  such attorney-in-fact against any losses, claims, damages or
liabilities (or actions in these respects) that arise out of or are based on any
untrue  statement  or omission of necessary facts in the information provided by
the   undersigned   to   such   attorney-in-fact   for  purposes  of  executing,
acknowledging,  delivering  and  filing  Forms  3,  4 or 5 (including amendments
thereto)  and agrees to reimburse the Company and each such attorney-in-fact for
any legal or other expenses reasonably incurred in connection with investigating
or defending against any such loss, claim, damage, liability or action.

      This  Power  of  Attorney  shall remain in full force and effect until the
undersigned  is  no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's  holdings of and transactions in securities issued by the Company,
unless  earlier  revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

      IN  WITNESS  WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 21st day of June 2019.

                                                /s/ Amir Nashat
                                                --------------------------------
                                                Name:  Amir Nashat