SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
SPRINGER TIMOTHY A

(Last) (First) (Middle)
C/O MORPHIC HOLDING, INC.
35 GATEHOUSE DRIVE, A2

(Street)
WALTHAM MA 02451

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Morphic Holding, Inc. [ MORF ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2019
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 07/01/2019 C 332,805 A (1) 933,034 D
Common Stock 07/01/2019 C 2,286,588 A (2) 3,219,622 D
Common Stock 07/01/2019 C 1,345,569 A (3) 4,565,191 D
Common Stock 07/01/2019 C 341,686 A (1) 341,686 I By TAS Partners LLC(4)
Common Stock 07/01/2019 P 33,333 A $15 375,019 I By TAS Partners LLC(4)
Common Stock 42,873 I By Spouse
Common Stock 214,367 I By Springer-Lu Family 2004 Irrevocable Trust dated March 29, 2004(5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series Seed Preferred Stock (1) 07/01/2019 C 332,805 (1) (1) Common Stock 332,805 $0 0 D
Series A Preferred Stock (2) 07/01/2019 C 2,286,588 (2) (2) Common Stock 2,286,588 $0 0 D
Series B Preferred Stock (3) 07/01/2019 C 1,345,569 (3) (3) Common Stock 1,345,569 $0 0 D
Series Seed Preferred Stock (1) 07/01/2019 C 341,686 (1) (1) Common Stock 341,686 $0 0 I By TAS Partners LLC(4)
Explanation of Responses:
1. Each share of the issuer's Series Seed Preferred Stock automatically converted into one share of the issuer's Common Stock on July 1, 2019 in connection with the closing of the issuer's sale of its Common Stock in its firm commitment initial public offering (the "IPO") pursuant to a registration statement on Form S-1 (File No. 333-231837) under the Securities Act of 1933, as amended (the "Registration Statement"), and had no expiration date.
2. Each share of the issuer's Series A Preferred Stock automatically converted into one share of the issuer's Common Stock on July 1, 2019 in connection with the closing of the issuer's sale of its Common Stock in its IPO pursuant to the Registration Statement, and had no expiration date.
3. Each share of the issuer's Series B Preferred Stock automatically converted into one share of the issuer's Common Stock on July 1, 2019 in connection with the closing of the issuer's sale of its Common Stock in its IPO pursuant to the Registration Statement, and had no expiration date.
4. The reporting person is the manager of TAS Partners LLC and has sole voting and dispositive power over such shares.
5. These securities are held of record by Fiduciary Trust Company of New England LLC, Trustee of Springer-Lu Family 2004 Irrevocable Trust dated March 29, 2004. The reporting person has no voting or dispositive control over such shares and disclaims beneficial ownership over such shares.
/s/ Robert Farrell as attorney-in-fact for Timothy E. Springer 07/01/2019
** 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 4 (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).
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