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Filing Details

Accession Number:: 0000899243-21-031304
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-08-03 17:16:05
Reporting Period:: 2021-07-30

Accepted Time:: 2021-08-03 17:16:05
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1850838	Omega Therapeutics Inc.	OMGA	()	N4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1053906	S.a. Group Artal	Valley Park, 44 Rue De La Vallee Luxembourg N4 L-2661	No	No	Yes	No
1218180	S.c.a. International Artal	Valley Park, 44 Rue De La Vallee Luxembourg N4 L-2661	No	No	Yes	No
1283968	S.a. Westend	Valley Park, 44 Rue De La Vallee Luxembourg N4 L-2661	No	No	Yes	No
1340096	Invus Public Equities Advisors, Llc	750 Lexington Avenue 30Th Floor New York NY 10022	No	No	Yes	No
1340097	Invus Public Equities, L.p.	750 Lexington Avenue 30Th Floor New York NY 10022	No	No	Yes	No
1460840	Westend Administratiekantoor Stichting	Claude Debussylaan, 46 1082 Md Amsterdam The Netherlands P7	No	No	Yes	No
1522131	S.a. Management International Artal	Valley Park, 44 Rue De La Vallee Luxembourg N4 L-2661	No	No	Yes	No
1766952	Ltd Treasury Artal	P.o. Box 165 Suite 4, Borough House, Rue Du Pre St. Peter Port GY1 3JJ	No	No	Yes	No
1841311	Amaury Wittouck	Valley Park, 44 Rue De La Vallee Luxembourg N4 L-2661	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
Common Stock	Acquisiton	2021-07-30	75,000	$16.14	75,000	No	4	P	Direct
Common Stock	Acquisiton	2021-08-03	1,323,530	$0.00	1,398,530	No	4	C	Direct
Common Stock	Acquisiton	2021-08-03	875,000	$17.00	2,273,530	No	4	P	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	P	Direct
No	4	C	Direct
No	4	P	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series C Convertible Preferred Stock	Disposition	2021-08-03	5,000,000	$0.00	1,323,530	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	C	Direct

Footnotes

The shares reported as purchased on July 30, 2021 were purchased in several transactions at actual purchase prices ranging from $16.00 to $16.2068 per share, in each case exclusive of any fees, commissions or other expenses. The price reported reflects the weighted average purchase price for the transactions. The Reporting Persons undertake to provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price.
The shares are held directly by Invus Public Equities, L.P. The general partner of Invus Public Equities, L.P. is Invus Public Equities Advisors, LLC. Artal Treasury Ltd is the managing member of Invus Public Equities Advisors, LLC. Artal Treasury Ltd is a wholly owned subsidiary of the Geneva branch of Artal International S.C.A. The managing partner of Artal International S.C.A. is Artal International Management S.A., which is a wholly owned subsidiary of Artal Group S.A. Westend S.A. is the parent company of Artal Group, S.A., and the majority stockholder of Westend S.A. is Stichting Administratiekantoor Westend ("Stichting").
(Continued from Footnote 2) Mr. Amaury Wittouck is the sole member of the board of Stichting. Each of the Reporting Persons, other than Invus Public Equities L.P., disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such reporting person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Exchange Act, each of the reporting persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Exchange Act or for any other purpose.
The shares of Issuer's preferred stock had no expiration date and were convertible at the holder's election into Issuer's common stock at a conversion ratio of 1-to-0.264706. The preferred stock automatically converted into shares of the Issuer's common stock, for no additional consideration, upon the closing of the Issuer's initial public offering.