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Filing Details

Accession Number:: 0000899243-21-031796
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-08-05 17:41:01
Reporting Period:: 2021-08-03

Accepted Time:: 2021-08-05 17:41:01
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1850838	Omega Therapeutics Inc.	OMGA	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1222012	Noubar Afeyan	C/O Omega Therapeutics, Inc. 20 Acorn Park Drive Cambridge MA 02140	Yes	No	Yes	No
1400240	Flagship Pioneering Inc.	55 Cambridge Parkway, Suite 800 Cambridge MA 02142	No	No	Yes	No
1716926	Flagship Pioneering Fund Vi, L.p.	55 Cambridge Parkway, Suite 800 Cambridge MA 02142	No	No	Yes	No
1724957	Flagship Pioneering Fund Vi General Partner Llc	55 Cambridge Parkway, Suite 800 Cambridge MA 02142	No	No	Yes	No
1761283	Flagship Pioneering Special Opportunities Fund Ii, L.p.	55 Cambridge Parkway, Suite 800 Cambridge MA 02142	No	No	Yes	No
1780951	Nutritional Health Ltp Fund General Partner Llc	55 Cambridge Parkway, Suite 800 Cambridge MA	No	No	Yes	No
1780956	Nutritional Health Ltp Fund, L.p.	55 Cambridge Parkway, Suite 800 Cambridge MA 02142	No	No	Yes	No
1826217	Flagship Pioneering Special Opportunities Fund Ii General Partner Llc	55 Cambridge Parkway, Suite 800 Cambridge MA 02142	No	No	Yes	No
1860059	Fpn General Partner Llc	General Partner, Llc 55 Cambridge Parkway, Suite 800 Cambridge MA 02142	No	No	Yes	No
1860062	Fpn, L.p.	General Partner, Llc 55 Cambridge Parkway, Suite 800 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	2021-08-03	1,088,470	$0.00	1,088,470	No	4	C	Indirect	See Footnotes
Common Stock	Acquisiton	2021-08-03	5,896,386	$0.00	5,896,386	No	4	C	Indirect	See Footnotes
Common Stock	Acquisiton	2021-08-03	8,396,825	$0.00	8,396,825	No	4	C	Indirect	See Footnotes
Common Stock	Acquisiton	2021-08-03	220,588	$17.00	8,617,413	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2021-08-03	970,588	$0.00	970,588	No	4	C	Indirect	See Footnotes
Common Stock	Acquisiton	2021-08-03	4,852,943	$0.00	4,852,943	No	4	C	Indirect	See Footnotes
Common Stock	Acquisiton	2021-08-03	661,764	$17.00	5,514,707	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2021-08-03	1,323,529	$0.00	1,323,529	No	4	C	Indirect	See Footnotes
Common Stock	Acquisiton	2021-08-03	294,117	$17.00	1,617,646	No	4	P	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See Footnotes
No	4	C	Indirect	See Footnotes
No	4	C	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	C	Indirect	See Footnotes
No	4	C	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
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 Convertible Preferred Stock	Disposition	2021-08-03	4,112,000	$0.00	1,088,470	$0.00
Common Stock	Series A Convertible Preferred Stock	Disposition	2021-08-03	22,275,232	$0.00	5,896,386	$0.00
Common Stock	Series A Convertible Preferred Stock	Disposition	2021-08-03	27,388,000	$0.00	7,249,767	$0.00
Common Stock	Series A Convertible Preferred Stock	Disposition	2021-08-03	3,000,000	$0.00	794,118	$0.00
Common Stock	Series B Convertible Preferred Stock	Disposition	2021-08-03	2,666,667	$0.00	705,882	$0.00
Common Stock	Series B Convertible Preferred Stock	Disposition	2021-08-03	666,667	$0.00	176,470	$0.00
Common Stock	Series B Convertible Preferred Stock	Disposition	2021-08-03	13,333,333	$0.00	3,529,413	$0.00
Common Stock	Series B Convertible Preferred Stock	Disposition	2021-08-03	3,333,333	$0.00	882,353	$0.00
Common Stock	Series C Convertible Preferred Stock	Disposition	2021-08-03	1,666,667	$0.00	441,176	$0.00
Common Stock	Series C Convertible Preferred Stock	Disposition	2021-08-03	5,000,000	$0.00	1,323,530	$0.00
Common Stock	Series C Convertible Preferred Stock	Disposition	2021-08-03	1,666,666	$0.00	441,176	$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
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	2,197,059	Indirect	See Footnotes

Footnotes

The shares of Issuer's preferred stock have no expiration date and are convertible at the holder's election into Issuer's common stock at a conversion ratio of 1-to-0.264706. The preferred stock will automatically convert into shares of the Issuer's common stock, for no additional consideration, upon the closing of the Issuer's initial public offering.
Represents shares held directly by Flagship V VentureLabs Rx Fund, L.P. ("Flagship Fund V Rx").
Represents shares held directly by Flagship Ventures Fund V, L.P. ("Flagship Fund V").
Represents shares held directly by Flagship Pioneering Fund VI, L.P. ("Flagship Pioneering VI").
Represents shares held directly by Nutritional Health LTP Fund, L.P. ("Nutritional LTP").
Represents shares held directly by Flagship Pioneering Special Opportunities Fund II, L.P. ("Flagship Opportunities Fund II")
Represents shares held directly by FPN, L.P. ("FPN Fund").
Represents shares held directly by Flagship VentureLabs V, LLC ("VentureLabs V").
Flagship Fund V is a member of VentureLabs V. VentureLabs V Manager LLC ("VentureLabs V Manager") is the manager of VentureLabs V. Flagship Pioneering, Inc. ("Flagship Pioneering") is the manager of VentureLabs V Manager. The General Partner of Flagship Fund V and Flagship Fund V Rx is Flagship Ventures Fund V General Partner LLC ("Flagship V GP"). The General Partner of Flagship Pioneering VI is Flagship Pioneering Fund VI General Partner LLC ("Flagship Pioneering VI GP"). The General Partner of Flagship Opportunities Fund II is Flagship Pioneering Special Opportunities Fund II General Partner LLC ("Flagship Opportunities Fund II GP").
(continued from above) The general partner of FPN Fund is FPN General Partner LLC ("FPN GP"). The manager of Flagship Pioneering VI GP, Flagship Opportunities Fund II GP, and FPN GP is Flagship Pioneering. The general partner of Nutritional LTP is Nutritional Health LTP Fund General Partner LLC ("Nutritional LTP GP" and, together with VentureLabs V Manager, Flagship Pioneering, Flagship V GP, Flagship Pioneering VI GP, Flagship Opportunities Fund II GP and FPN GP, the "Flagship General Partners").
(continued from above) Noubar B. Afeyan, Ph.D. ("Dr. Afeyan") is the sole director of Flagship Pioneering and may be deemed to have beneficial ownership of all the shares held by VentureLabs V, Flagship Pioneering VI, Flagship Opportunities Fund II and FPN Fund. In addition, Dr. Afeyan serves as the sole manager of Flagship V GP and is the sole member and manager of Nutritional LTP GP and may be deemed to have beneficial ownership of all the shares held by Flagship Fund V, Flagship Fund V Rx and Nutritional LTP. None of the Flagship General Partners nor Dr. Afeyan directly own any of the shares held by the Reporting Persons, and each of the Flagship General Partners and Dr. Afeyan disclaims beneficial ownership of such shares except to the extent of its or his pecuniary interest therein.