Form Type: 4

SEC EDGAR Link
Acccession Number:0001104659-19-029735
Date:2019-05-13
Issuer: AXCELLA HEALTH INC. (AXLA)
Original Submission Date:

Reporting Person:

FLAGSHIP VENTURES FUND IV GENERAL PARTNER LLC
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE, MA 02142

Reporting Person:

FLAGSHIP VENTURES FUND IV, L.P.
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE, MA 02142

Reporting Person:

FLAGSHIP VENTURES FUND IV-RX, L.P.
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE, MA 02142

Reporting Person:

FLAGSHIP VENTURELABS IV, LLC
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE, MA 02142

Reporting Person:

FLAGSHIP VENTURES 2007 GENERAL PARTNER LLC
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE, MA 02142

Reporting Person:

FLAGSHIP VENTURES FUND 2007, L.P.
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE, MA 02142

Reporting Person:

FLAGSHIP VENTURES OPPORTUNITIES FUND I GENERAL PARTNER LLC
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE, MA 02142

Reporting Person:

FLAGSHIP VENTURES OPPORTUNITIES FUND I, L.P.
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE, MA 02142

Reporting Person:

AFEYAN NOUBAR
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE, MA 02142

Reporting Person:

KANIA EDWIN M JR
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE, MA 02142

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2019-05-13 C 751,691 a $0.00 1,430,301 indirect f1
COMMON STOCK 2019-05-13 C 2,255,074 a $0.00 2,255,074 indirect f4
COMMON STOCK 2019-05-13 C 209,933 a $0.00 1,640,234 indirect f1
COMMON STOCK 2019-05-13 C 503,840 a $0.00 2,758,914 indirect f4
COMMON STOCK 2019-05-13 C 545,826 a $0.00 545,826 indirect f6
COMMON STOCK 2019-05-13 C 120,795 a $0.00 1,761,029 indirect f1
COMMON STOCK 2019-05-13 C 335,457 a $0.00 3,094,371 indirect f4
COMMON STOCK 2019-05-13 C 82,324 a $0.00 628,150 indirect f6
COMMON STOCK 2019-05-13 C 194,409 a $0.00 3,288,780 indirect f4
COMMON STOCK 2019-05-13 C 48,602 a $0.00 676,752 indirect f6
COMMON STOCK 2019-05-13 C 486,023 a $0.00 486,023 indirect f9
COMMON STOCK 2019-05-13 P 500,000 a $20.00 986,023 indirect f9
COMMON STOCK 0 $0.00 678,610 indirect f1
COMMON STOCK 0 $0.00 2,035,830 indirect f2
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
SERIES A PREFERRED STOCK 0.0 2019-05-13 deemed execution date C 1,384,615 (d) common stock 751,691 $0.00 0 indirect see footnote
SERIES A PREFERRED STOCK 0.0 2019-05-13 deemed execution date C 4,153,847 (d) common stock 2,255,074 $0.00 0 indirect see footnote
SERIES B PREFERRED STOCK 0.0 2019-05-13 deemed execution date C 386,697 (d) common stock 209,933 $0.00 0 indirect see footnote
SERIES B PREFERRED STOCK 0.0 2019-05-13 deemed execution date C 928,074 (d) common stock 503,840 $0.00 0 indirect see footnote
SERIES B PREFERRED STOCK 0.0 2019-05-13 deemed execution date C 1,005,413 (d) common stock 545,826 $0.00 0 indirect see footnote
SERIES C PREFERRED STOCK 0.0 2019-05-13 deemed execution date C 222,506 (d) common stock 120,795 $0.00 0 indirect see footnote
SERIES C PREFERRED STOCK 0.0 2019-05-13 deemed execution date C 617,914 (d) common stock 335,457 $0.00 0 indirect see footnote
SERIES C PREFERRED STOCK 0.0 2019-05-13 deemed execution date C 151,643 (d) common stock 82,324 $0.00 0 indirect see footnote
SERIES E PREFERRED STOCK 0.0 2019-05-13 deemed execution date C 358,102 (d) common stock 194,409 $0.00 0 indirect see footnote
SERIES E PREFERRED STOCK 0.0 2019-05-13 deemed execution date C 89,525 (d) common stock 48,602 $0.00 0 indirect see footnote
SERIES E PREFERRED STOCK 0.0 2019-05-13 deemed execution date C 895,255 (d) common stock 486,023 $0.00 0 indirect see footnote
Footnotes
IDfootnote
f1 shares held by flagship ventures fund 2007, l.p. ("flagship fund 2007"). flagship ventures 2007 general partner llc ("fund 2007 gp") is the general partner of flagship fund 2007. noubar b. afeyan, ph.d. and edwin m. kania, jr. are the managers of fund 2007 gp. while mr. kania is retired from flagship pioneering, inc., he continues to serve as a manager of flagship 2007 gp. each of these individuals and entities may be deemed to share voting and investment power with respect to all shares held by flagship fund 2007. each of the reporting persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein.
f2 shares held by flagship venturelabs iv, llc ("venturelabs iv"). flagship ventures fund iv, l.p. ("flagship fund iv") is a member of venturelabs iv and also serves as its manager. flagship ventures fund iv general partner llc ("flagship fund iv gp") is the general partner of flagship fund iv. noubar b. afeyan, ph.d. and edwin m. kania, jr. are the managers of flagship fund iv gp. while mr. kania is retired from flagship pioneering, inc., he continues to serve as a manager of flagship fund iv gp. each of these individuals and entities may be deemed to share voting and investment power with respect to all shares held by venturelabs iv. each of the filing persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein.
f3 each share of series a preferred stock converted into shares of the issuer's common stock, par value $0.0001 per share ("common stock") on a one-for-1.842 basis upon the closing of the issuer's initial public offering.
f4 shares held by flagship fund iv. flagship fund iv gp is the general partner of flagship fund iv. noubar b. afeyan, ph.d. and edwin m. kania, jr. are the managers of flagship fund iv gp. while mr. kania is retired from flagship pioneering, inc., he continues to serve as a manager of flagship fund iv gp. each of these individuals and entities may be deemed to share voting and investment power with respect to all shares held by flagship fund iv. each of the reporting persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.
f5 each share of series b preferred stock converted into shares of the issuer's common stock on a one-for-1.842 basis upon the closing of the issuer's initial public offering.
f6 shares held by flagship ventures fund iv-rx, l.p. ("flagship fund iv-rx"). flagship fund iv gp is the general partner of flagship fund iv-rx. noubar b. afeyan, ph.d. and edwin m. kania, jr. are the managers of flagship fund iv gp. while mr. kania is retired from flagship pioneering, inc., he continues to serve as a manager of flagship fund iv gp. each of these individuals and entities may be deemed to share voting and investment power with respect to all shares held by flagship fund iv-rx. each of the reporting persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.
f7 each share of series c preferred stock converted into shares of the issuer's common stock on a one-for-1.842 basis upon the closing of the issuer's initial public offering.
f8 each share of series e preferred stock converted into shares of the issuer's common stock on a one-for-1.842 basis upon the closing of the issuer's initial public offering.
f9 shares held by flagship ventures opportunities fund i, l.p. ("flagship opportunities i"). flagship ventures opportunities fund i general partner llc ("flagship opportunities gp") is the general partner of flagship opportunities i. noubar b. afeyan, ph.d. serves as sole manager of flagship opportunities gp and may be deemed to possess sole voting and investment power with respect to all shares held by flagship opportunities i. each of the reporting persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein.

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