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Filing Details

Accession Number:: 0001209191-20-051505
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-09-22 17:12:34
Reporting Period:: 2020-09-18

Accepted Time:: 2020-09-22 17:12:34
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1634379	Metacrine Inc.	MTCR	()	DE

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1611189	Polaris Partners Vii, L.p.	One Marina Park Drive, 10Th Floor Boston MA 02210	No	No	Yes	No
1615991	Polaris Entrepreneurs' Fund Vii, L.p.	One Marina Park Drive, 10Th Floor Boston MA 02210	No	No	Yes	No
1678203	Polaris Management Co. Vii, L.l.c.	One Marina Park Drive, 10Th Floor Boston MA 02210	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	2020-09-18	214,962	$13.00	214,962	No	4	P	Indirect	See footnote
Common Stock	Acquisiton	2020-09-18	15,038	$13.00	15,038	No	4	P	Indirect	See footnote
Common Stock	Acquisiton	2020-09-18	1,832,582	$0.00	2,047,544	No	4	C	Indirect	See footnote
Common Stock	Acquisiton	2020-09-18	128,201	$0.00	143,239	No	4	C	Indirect	See footnote
Common Stock	Acquisiton	2020-09-18	451,666	$0.00	2,499,210	No	4	C	Indirect	See footnote
Common Stock	Acquisiton	2020-09-18	20,585	$0.00	163,824	No	4	C	Indirect	See footnote
Common Stock	Acquisiton	2020-09-18	216,106	$0.00	2,715,316	No	4	C	Indirect	See footnote
Common Stock	Acquisiton	2020-09-18	15,118	$0.00	178,942	No	4	C	Indirect	See footnote

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

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series A Convertible Preferred Stock	Disposition	2020-09-18	1,832,582	$0.00	1,832,582	$0.00
Common Stock	Series A Convertible Preferred Stock	Disposition	2020-09-18	128,201	$0.00	128,201	$0.00
Common Stock	Series B Convertible Preferred Stock	Disposition	2020-09-18	451,666	$0.00	451,666	$0.00
Common Stock	Series B Convertible Preferred Stock	Disposition	2020-09-18	20,585	$0.00	20,585	$0.00
Common Stock	Series C Convertible Preferred Stock	Disposition	2020-09-18	216,106	$0.00	216,106	$0.00
Common Stock	Series C Convertible Preferred Stock	Disposition	2020-09-18	15,118	$0.00	15,118	$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

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. Each of Amir Nashat ("Nashat"), a member of the Issuer's Board of Directors, David Barrett ("Barrett"), Brian Chee ("Chee") and Bryce Youngren ("Youngren" and, together with Nashat, Barrett and Chee, the "Managing Members") 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 PP VII.
(continued from Footnote 2) 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.
The reportable securities are owned directly by Polaris Entrepreneurs' Fund VII, L.P. ("PEF VII"). PMC VII is the general partner of PEF 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.
(continued from Footnote 3) 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.
Every 5.1 shares of Series A Convertible Preferred Stock, Series B Convertible Preferred Stock and Series C Convertible Preferred Stock (the "Preferred Stock") automatically converted into 1 share of Common Stock immediately prior to the closing of the Issuer's initial public offering. Share numbers give effect to such conversion. The Preferred Stock had no expiration date.