Filing Details

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1	NAMES OF REPORTING PERSONS
	THE MANGROVE PARTNERS MASTER FUND, LTD.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☒
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			3,332,918 (1)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			3,332,918 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,332,918 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	3.0% (2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

1	NAMES OF REPORTING PERSONS
	MANGROVE PARTNERS
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☒
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			3,332,918 (1)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			3,332,918 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,332,918 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	3.0% (2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 

(1)

Includes 2,627,258 Shares obtainable upon exercise of Common Warrants (defined herein).

(2)

This percentage is calculated based on the sum of (i) 108,030,311 Shares outstanding as of October 30, 2020, based on the Issuer Form 10-Q filed with the SEC on November 5, 2020 and (ii) 2,627,258 Shares issuable upon exercise of the Common Warrants.

1	NAMES OF REPORTING PERSONS
	NATHANIEL AUGUST
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☒
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	UNITED STATES OF AMERICA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			3,332,918 (1)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			3,332,918 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,332,918 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	3.0% (2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN, HC

(1)

Includes 2,627,258 Shares obtainable upon exercise of Common Warrants (defined herein).

(2)

This percentage is calculated based on the sum of (i) 108,030,311 Shares outstanding as of October 30, 2020, based on the Issuer Form 10-Q filed with the SEC on November 5, 2020 and (ii) 2,627,258 Shares issuable upon exercise of the Common Warrants.

 

Selecta Biosciences, Inc. (the “Issuer”)

65 Grove Street, Watertown, MA 02472

This Statement is filed on behalf of the following persons (collectively, the “Reporting Persons”):

i)

The Mangrove Partners Master Fund, Ltd. (the “Master Fund”);

ii)

Mangrove Partners; and

iii)

Nathaniel August (“Mr. August”)

This Statement relates to Shares (as defined herein) held by the Master Fund, as well as Shares that the Master Fund has the right to acquire within 60 days upon exercise of warrants to purchase Shares (the “Common Warrants”). Beneficial ownership of the Shares is also claimed by (i) Mangrove Partners which serves as the investment manager of the Master Fund, and (ii) Nathaniel August who is the principal of Mangrove Partners.

The principal business office of Nathaniel August is 645 Madison Avenue, 14th Floor, New York, New York 10022.

The principal business address of the Master Fund and Mangrove Partners is c/o Maples Corporate Services, Ltd., PO Box 309, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands KY1-1104.

Each of the Master Fund and Mangrove Partners is organized as a limited liability exempted company under the laws of the Cayman Islands. Nathaniel August is a citizen of the United States.

Common Stock, $0.0001 par value per share (the “Shares”)

816212104

This Item 3 is not applicable.

As of December 31, 2020, each of the Master Fund, Mangrove Partners, and Mr. August may be deemed the beneficial owner of 3,332,918 Shares. This amount includes: (i) 705,660 Shares held by the Master Fund; and (ii) 2,627,258 Common Warrants held by the Master Fund. As the investment manager of the Master Fund, Mangrove Partners may be deemed the beneficial owner of the Shares owned by the Master Fund. Mr. August, as the principal of Mangrove Partners, may be deemed the beneficial owner of the Shares owned by the Master Fund.

The filing of this Schedule 13G shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Act, the beneficial owners of any of the Shares directly owned by the other Reporting Persons and each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that are not directly owned by such other Reporting Persons.

Each of the Master Fund, Mangrove Partners, and Mr. August may be deemed the beneficial owner of approximately 3.0% of Shares outstanding.

This percentage is calculated based on the sum of (i) 108,030,311 Shares outstanding as of October 30, 2020, based on the Issuer Form 10-Q filed with the SEC on November 5, 2020 and (ii) 2,627,258 Shares issuable upon exercise of the Common Warrants held by the Master Fund, which are added to the total Shares outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act.

 

If this statement is being filed to report the fact that as of the date hereof each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.

This Item 6 is not applicable.

This Item 7 is not applicable.

See disclosures in Item 2 and Exhibit A.

This Item 9 is not applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

EXHIBIT INDEX