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Filing Details

Accession Number:: 0000899243-18-013013
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2018-05-15 20:41:27
Reporting Period:: 2018-05-11

Accepted Time:: 2018-05-15 20:41:27
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1694665	Evelo Biosciences Inc.	EVLO	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1222012	Noubar Afeyan	55 Cambridge Parkway, Suite 800E Cambridge MA 02142	Yes	No	Yes	No
1255927	Jr M Edwin Kania	55 Cambridge Parkway, Suite 800E Cambridge MA 02142	No	No	Yes	No
1627639	Flagship Ventures Fund V, L.p.	55 Cambridge Parkway, Suite 800E Cambridge MA 02142	No	No	Yes	No
1677345	Flagship Ventures Opportunities Fund I, L.p.	55 Cambridge Parkway, Suite 800E Cambridge MA 02142	No	No	Yes	No
1724575	Flagship Ventures Fund V General Partner Llc	55 Cambridge Parkway, Suite 800E Cambridge MA 02142	No	No	Yes	No
1724939	Flagship V Venturelabs Rx Fund, L.p.	55 Cambridge Parkway, Suite 800E Cambridge MA 02142	No	No	Yes	No
1724959	Flagship Venturelabs V Llc	55 Cambridge Parkway, Suite 800E Cambridge MA 02142	No	No	Yes	No
1725000	Nutritional Health Side Fund, L.p.	55 Cambridge Parkway, Suite 800E Cambridge MA 02142	No	No	Yes	No
1725001	Nutritional Health Disruptive Innovation Fund, L.p.	55 Cambridge Parkway, Suite 800E Cambridge MA 02142	No	No	Yes	No
1725004	Flagship Ventures Opportunities Fund I General Partner Llc	55 Cambridge Parkway, Suite 800E Cambridge MA 02142	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2018-05-11	14,622,143	$0.00	17,952,153	No	4	C	Indirect	See footnotes
Common Stock	Acquisiton	2018-05-11	281,250	$16.00	18,233,403	No	4	P	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See footnotes
No	4	P	Indirect	See footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series A Preferred Stock	Disposition	2018-05-11	12,536,945	$0.00	3,073,533	$0.00
Common Stock	Series A-1 Preferred Stock	Disposition	2018-05-11	10,102,055	$0.00	2,476,600	$0.00
Common Stock	Series A-2 Preferred Stock	Disposition	2018-05-11	5,416,667	$0.00	1,327,939	$0.00
Common Stock	Series A-3 Preferred Stock	Disposition	2018-05-11	8,333,000	$0.00	2,042,902	$0.00
Common Stock	Series B Preferred Stock	Disposition	2018-05-11	18,611,110	$0.00	4,562,664	$0.00
Common Stock	Series C Preferred Stock	Disposition	2018-05-11	4,643,963	$0.00	1,138,505	$0.00

Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect

Footnotes

Following the transactions reported herein, Flagship VentureLabs IV LLC ("VentureLabs IV") holds 684,372 shares of common stock, Flagship VentureLabs V LLC ("VentureLabs V") holds 2,645,637 shares of common stock, Flagship Ventures Fund IV L.P. ("Flagship Fund IV") holds 1,836,836 shares of common stock, Flagship Ventures Fund IV-Rx, L.P. ("Flagship Fund IV-Rx" and, together with VentureLabs IV and Flagship Fund IV, the "Flagship Fund IV Funds") holds 448,911 shares of common stock, Flagship Ventures Fund V, L.P. ("Flagship Fund V") holds 4,201,284 shares of common stock, Flagship V VentureLabs Rx Fund, L.P. ("VentureLabs Rx V") holds 1,609,871 shares of common stock, Nutritional Health Side Fund, L.P. ("Nutritional Health Side Fund") holds 795,950 shares of common stock,
[Continued] Nutritional Health Disruptive Innovation Fund, L.P. ("Nutritional Innovation Fund" and, together with VentureLabs V, Flagship Fund V, VentureLabs Rx V and Nutritional Health Side Fund, the "Flagship Fund V Funds") holds 3,598,177 shares of common stock, and Flagship Ventures Opportunities Fund I, L.P. ("Flagship Opportunities I" and, together with the Flagship Fund IV Funds and Flagship Fund V Funds, the "Flagship Funds") holds 2,412,365 shares of common stock.
Flagship Fund IV is a member of VentureLabs IV and also serves as its manager. Flagship Fund V is a member of VentureLabs V and also serves as its manager.
The general partner of each of Flagship Fund IV and Flagship Fund IV-Rx is Flagship Ventures Fund IV General Partner LLC ("Flagship Fund IV GP"). The general partner of Flagship Fund V, VentureLabs Rx-V, Nutritional Innovation Fund and Nutritional Health Side Fund is Flagship Ventures Fund V General Partner LLC ("Flagship Fund V GP"). The general partner of Flagship Opportunities Fund I is Flagship Ventures Opportunities Fund I General Partner LLC ("Flagship Opportunities GP," and together with Flagship Fund IV GP and Flagship Fund V GP, the "Flagship General Partners").
Noubar B. Afeyan, Ph.D. and Edwin M. Kania, Jr. are the managers of Flagship Fund IV GP and each of these individuals may be deemed to share voting and investment power with respect to all shares held by Flagship Fund IV Funds. Dr. Afeyan also serves as the managing member of the Flagship Fund V GP and Flagship Opportunities Fund GP and may be deemed to possess sole voting and investment control over the shares held by the Flagship Fund V Funds and Flagship Opportunities Fund I. Each of the Flagship General Partners, Dr. Afeyan and Mr. Kania disclaims beneficial ownership of any shares beneficially owned by the Flagship Funds except to the extent of its or his pecuniary interest therein.
Includes 35,156, 105,469, and 140,625 shares purchased by Nutritional Health Side Fund, Nutritional Innovation Fund, and Flagship Opportunities I, respectively, in connection with the Issuer's initial public offering.
Upon closing of the Issuer's initial public offering, each share of preferred stock was automatically converted into the Issuer's common stock on a 0.2452-for-one basis.