SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

SCHULMAN AMY W

(Last)

(First)

(Middle)

200 ARSENAL YARDS BLVD, SUITE 210

(Street)

WATERTOWN

02472

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/29/2020

3. Issuer Name and Ticker or Trading Symbol
SQZ Biotechnologies Co [ SQZ ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	168,480	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	30,392	⁽¹⁾	I	See footnotes⁽²⁾⁽³⁾
Series A Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	434,476	⁽¹⁾	I	See footnotes⁽⁴⁾⁽³⁾
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	59,454	⁽¹⁾	I	See footnotes⁽²⁾⁽³⁾
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	849,872	⁽¹⁾	I	See footnotes⁽⁴⁾⁽³⁾
Series C Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	46,458	⁽¹⁾	I	See footnotes⁽²⁾⁽³⁾
Series C Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	664,097	⁽¹⁾	I	See footnotes⁽⁴⁾⁽³⁾
Series C Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	177,638	⁽¹⁾	I	See footnotes⁽⁵⁾
Series C Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	22,204	⁽¹⁾	D
Series D Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	25,690	⁽¹⁾	I	See footnotes⁽²⁾⁽³⁾
Series D Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	367,207	⁽¹⁾	I	See footnotes⁽⁴⁾⁽³⁾
Series D Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	98,222	⁽¹⁾	I	See footnotes⁽⁵⁾
Stock Option	⁽⁶⁾	03/04/2028	Common Stock	10,530	$2.02	D
Stock Option	⁽⁷⁾	02/18/2029	Common Stock	10,530	$4.59	D
Stock Option	⁽⁸⁾	06/05/2029	Common Stock	10,530	$4.59	D

Explanation of Responses:

1. The Issuer's preferred stock is convertible into common stock on a 1.053 for 1 basis at the holder's election and will automatically convert upon closing of the initial public offering of the Issuer's common stock. The shares have no expiration date.

2. These shares are held of record by Polaris Entrepreneurs' Fund VII, L.P. ("EF VII"). Polaris Management Co. VII, L.L.C. ("PMC VII") is the general partner of EF VII. David Barrett, Brian Chee, Amir Nashat and Bryce Youngren (the "Managing Members") are the managing members of PMC VII. The Reporting Person, a member of the Issuer's board of directors, holds an interest in PMC VII.

3. Each of the Managing Members and the Reporting Person, in their respective capacities with respect to PMC VII, may be deemed to have shared investment, voting and dispositive power over these shares. Each of PMC VII, the Managing Members and the Reporting Person disclaim beneficial ownership of these shares 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.

4. These shares are held of record by Polaris Partners VII, L.P. ("PP VII"). PMC VII is the general partner of PP VII. The Managing Members are the managing members of PMC VII. The Reporting Person, a member of the Issuer's board of directors, holds an interest in PMC VII.

5. These shares are held of record by LS Polaris Innovation Fund, L.P. ("LSPIF"). LS Polaris Innovation Fund GP, L.L.C. ("LSPIF GP") is the general partner of LSPIF. The Reporting Person is the sole managing member of LSPIF GP. Each of LSPIF GP and the Reporting Person may be deemed to have sole investment, voting and dispositive power over these shares. LSPIF GP and the Reporting Person disclaim beneficial ownership of the shares held by LSPIF 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.

6. The option vests and becomes exercisable as to 25% of the underlying securities on January 23, 2019 and in 36 equal monthly installments thereafter.

7. The option vests and becomes exercisable as to 25% of the underlying securities on February 1, 2020 and in 36 equal monthly installments thereafter.

8. The option vests and becomes exercisable in 48 equal monthly installments commencing on July 5, 2019.

Remarks:

Exhibit 24 - Power of Attorney.

	/s/ Lawrence Knopf, Attorney-in-Fact for Amy W. Schulman	10/29/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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