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Filing Details

Accession Number:: 0000899243-22-020533
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-06-01 19:00:17
Reporting Period:: 2022-05-27

Accepted Time:: 2022-06-01 19:00:17
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	No	No	Yes	No
1400240	Flagship Pioneering Inc.	55 Cambridge Parkway, Suite 800E Cambridge MA 02142	No	No	Yes	No
1503559	Flagship Ventures Fund Iv, L.p.	55 Cambridge Parkway, Suite 800E Cambridge MA 02142	No	No	Yes	No
1508051	Flagship Ventures Fund Iv General Partner Llc	55 Cambridge Parkway, Suite 800E Cambridge MA 02142	No	No	Yes	No
1590973	Flagship Ventures Fund Iv-Rx, 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
1725004	Flagship Ventures Opportunities Fund I General Partner Llc	55 Cambridge Parkway, Suite 800E Cambridge MA 02142	No	No	Yes	No
1780951	Nutritional Health Ltp Fund General Partner Llc	55 Cambridge Parkway, Suite 800E Cambridge MA 02142	No	No	Yes	No
1780956	Nutritional Health Ltp Fund, L.p.	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	2022-05-27	4,383,561	$1.46	7,590,873	No	4	P	Indirect	By Flagship Ventures Fund IV, L.P.
Common Stock	Acquisiton	2022-05-27	1,095,890	$1.46	1,887,419	No	4	P	Indirect	By Flagship Ventures Fund IV-Rx, L.P.
Common Stock	Acquisiton	2022-05-27	1,369,863	$1.46	5,495,324	No	4	P	Indirect	By Flagship Ventures Opportunities Fund I, L.P.
Common Stock	Acquisiton	2022-05-27	6,849,315	$1.46	8,219,791	No	4	P	Indirect	By Nutritional Health LTP Fund, L.P.
Common Stock	Acquisiton	2022-05-27	13,698,630	$1.46	13,698,630	No	4	P	Indirect	By Flagship Pioneering Fund VII, L.P.

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	By Flagship Ventures Fund IV, L.P.
No	4	P	Indirect	By Flagship Ventures Fund IV-Rx, L.P.
No	4	P	Indirect	By Flagship Ventures Opportunities Fund I, L.P.
No	4	P	Indirect	By Nutritional Health LTP Fund, L.P.
No	4	P	Indirect	By Flagship Pioneering Fund VII, L.P.

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	684,372	Indirect	By Flagship VentureLabs IV LLC
Common Stock	2,645,637	Indirect	By Flagship VentureLabs V LLC
Common Stock	4,201,284	Indirect	By Flagship Ventures Fund V, L.P.
Common Stock	1,609,871	Indirect	By Flagship V VentureLabs Rx Fund, L.P.
Common Stock	795,950	Indirect	By Nutritional Health Side Fund, L.P.
Common Stock	3,598,177	Indirect	By Nutritional Health Disruptive Innovation Fund, L.P.

Footnotes

On May 27, 2022, Flagship Ventures Fund IV, L.P. ("Flagship Fund IV"), Flagship Ventures Fund IV-Rx, L.P. ("Flagship Fund IV-Rx"), Flagship Ventures Opportunities Fund I, L.P. ("Flagship Opportunities I"), Nutritional Health LTP Fund, L.P. ("Nutritional LTP") and Flagship Pioneering Fund VII, L.P. ("Flagship Fund VII") acquired 4,383,561 shares, 1,095,890 shares, 1,369,863 shares, 6,849,315 shares and 13,698,630 shares, respectively, of the Issuer's Common Stock in a registered direct offering at a price of $1.46 per share.
Shares held by Flagship Fund IV. Flagship Ventures Fund IV General Partner LLC ("Flagship Fund IV GP") is the general partner of Flagship Fund IV. Noubar B. Afeyan, Ph.D. ("Dr. Afeyan") is the sole manager of Flagship Fund IV GP. Each of the reporting persons except for Flagship Fund IV disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.
Shares held by Flagship Fund IV-Rx. Flagship Fund IV GP is the general partner of Flagship Fund IV-Rx. Dr. Afeyan is the sole manager of Flagship Fund IV GP. Each of the reporting persons except for Flagship Fund IV-Rx disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.
Shares held by Flagship Opportunities I. Flagship Ventures Opportunities Fund I General Partner LLC ("Flagship Opportunities GP") is the general partner of Flagship Opportunities I. Dr. Afeyan is the sole manager of Flagship Opportunities GP. Each of the reporting persons except for Flagship Opportunities I disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.
Shares held by Nutritional LTP. Nutritional Health LTP Fund General Partner LLC ("Nutritional LTP GP") is the general partner of Nutritional LTP. Dr. Afeyan is the sole member and manager of Nutritional LTP GP. Each of the reporting persons except for Nutritional LTP disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.
Shares held by Flagship Fund VII. Flagship Pioneering Fund VII General Partner LLC ("Flagship Fund VII GP") is the general partner of Flagship Fund VII. Flagship Pioneering, Inc. ("Flagship Pioneering") is the manager of Flagship Fund VII GP. Dr. Afeyan is the Chief Executive Officer, director and sole stockholder of Flagship Pioneering. Each of the reporting persons except for Flagship Fund VII disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.
Shares held by Flagship VentureLabs IV, LLC ("VentureLabs IV"). Flagship Fund IV is a member of VentureLabs IV and also serves as its manager. Flagship Fund IV GP is the general partner of Flagship Fund IV. Dr. Afeyan is the sole manager of Flagship Fund IV GP. Each of the reporting persons except for VentureLabs IV disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.
Shares held by Flagship VentureLabs V LLC ("VentureLabs V"). Flagship VentureLabs V Manager LLC ("VentureLabs V Manager") serves as manager of VentureLabs V. Flagship Pioneering is the manager of VentureLabs V Manager. Dr. Afeyan is the Chief Executive Officer, director and sole stockholder of Flagship Pioneering. Each of the reporting persons except for VentureLabs V disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.
Shares held by Flagship Ventures Fund V, L.P. ("Flagship Fund V"). Flagship Ventures Fund V General Partner LLC ("Flagship Fund V GP") is the general partner of Flagship Fund V. Dr. Afeyan serves as sole manager of Flagship Fund V. Each of the reporting persons except for Flagship Fund V disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.
Shares held by Flagship V VentureLabs Rx Fund, L.P. ("VentureLabs Rx V"). Flagship Fund V GP is the general partner of VentureLabs Rx V. Dr. Afeyan serves as sole manager of Flagship Fund V GP. Each of the reporting persons except for VentureLabs Rx V disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.
Shares held by Nutritional Health Side Fund, L.P. ("Nutritional Health Side Fund"). Flagship Fund V GP is the general partner of Nutritional Health Side Fund. Dr. Afeyan serves as sole manager of Flagship Fund V GP. Each of the reporting persons except for Nutritional Health Side Fund disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.
Shares held by Nutritional Health Disruptive Innovation Fund, L.P. ("Nutritional Innovation Fund"). Flagship Fund V GP is the general partner of Nutritional Innovation Fund. Dr. Afeyan serves as sole manager of Flagship Fund V GP. Each of the reporting persons except for Nutritional Innovation Fund disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.