0001179110-19-008143.txt : 20190626
0001179110-19-008143.hdr.sgml : 20190626
20190626191942
ACCESSION NUMBER: 0001179110-19-008143
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20190626
FILED AS OF DATE: 20190626
DATE AS OF CHANGE: 20190626
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SPRINGER TIMOTHY A
CENTRAL INDEX KEY: 0001055624
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38940
FILM NUMBER: 19922759
MAIL ADDRESS:
STREET 1: HARVARD MEDICAL SCHOOL, CTR
CITY: BOSTON
STATE: MA
ZIP: 02115
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Morphic Holding, Inc.
CENTRAL INDEX KEY: 0001679363
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 473878772
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 35 GATEHOUSE DRIVE A2
CITY: WALTHAM
STATE: MA
ZIP: 02451
BUSINESS PHONE: 9787296480
MAIL ADDRESS:
STREET 1: 35 GATEHOUSE DRIVE A2
CITY: WALTHAM
STATE: MA
ZIP: 02451
FORMER COMPANY:
FORMER CONFORMED NAME: Morphic Holding, LLC
DATE OF NAME CHANGE: 20160712
3
1
edgar.xml
FORM 3 -
X0206
3
2019-06-26
0
0001679363
Morphic Holding, Inc.
MORF
0001055624
SPRINGER TIMOTHY A
C/O MORPHIC HOLDING, INC.
35 GATEHOUSE DRIVE, A2
WALTHAM
MA
02451
1
0
1
0
Common Stock
600229
D
Common Stock
42873
I
By Spouse
Common Stock
214367
I
By Springer-Lu Family 2004 Irrevocable Trust dated March 29, 2004
Series Seed Preferred Stock
Common Stock
332805
D
Series A Preferred Stock
Common Stock
2286588
D
Series B Preferred Stock
Common Stock
1345569
D
Series Seed Preferred Stock
Common Stock
341686
I
By TAS Partners LLC
Stock Option (right to buy Common Stock)
7.76
2029-04-11
Common Stock
4287
D
Stock Option (right to buy Common Stock)
15.00
2029-06-26
Common Stock
24000
D
These securities are held of record by Fiduciary Trust Company of New England LLC, Trustee of Springer-Lu Family 2004 Irrevocable Trust dated March 29, 2004. The reporting person has no voting or dispositive control over such shares and disclaims beneficial ownership over such shares.
Each share of the issuer's Series Seed Preferred Stock will automatically convert into one share of the issuer's Common Stock immediately upon the closing of the issuer's initial public offering ("IPO") and has no expiration date.
Each share of the issuer's Series A Preferred Stock will automatically convert into one share of the issuer's Common Stock immediately upon the closing of the issuer's IPO and has no expiration date.
Each share of the issuer's Series B Preferred Stock will automatically convert into one share of the issuer's Common Stock immediately upon the closing of the issuer's IPO and has no expiration date.
The reporting person is the manager of TAS Partners LLC and has sole voting and dispositive power over such shares.
The option vests as to 2.0833% of the total shares monthly, beginning May 9, 2019, with 100% of the total shares vested and exercisable on April 9, 2023, subject to the reporting person's provision of service to the issuer on each vesting date.
The option vests as to 25% of the total shares on June 26, 2020, and then 9.375% of the remaining shares shall vest quarterly thereafter, subject to the reporting person's provision of service to the issuer on each vesting date.
/s/ Robert Farrell as attorney-in-fact for Timothy A. Springer
2019-06-26
EX-24
2
ex24_springer.txt
LIMITED POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Robert Farrell, William
DeVaul and Praveen Tipirneni, as long as they are providing services to Morphic
Holding, Inc., a Delaware corporation (the "Company"), or any of them, the
undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer and/or director of the Company, Forms 3, 4
and 5 in accordance with Section 16(a) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and the rules and
regulations thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned
that may be necessary or desirable to complete and execute any such
Forms 3, 4s and 5s and timely file such forms with the Securities
and Exchange Commission and any stock exchange or similar authority,
if required; and
(3) take any other action of any type whatsoever in connection with the
foregoing that, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power
of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform each and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution and revocation,
hereby ratifying and confirming all that each such attorney-in-fact, or each
such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to
be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that each of the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, is not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Exchange Act.
The undersigned agrees that each such attorney-in-fact may rely entirely
on information furnished orally or in writing by the undersigned to each such
attorney-in-fact. The undersigned also agrees to indemnify and hold harmless the
Company and each such attorney-in-fact against any losses, claims, damages or
liabilities (or actions in these respects) that arise out of or are based on any
untrue statement or omission of necessary facts in the information provided by
the undersigned to such attorney-in-fact for purposes of executing,
acknowledging, delivering and filing Forms 3, 4 or 5 (including amendments
thereto) and agrees to reimburse the Company and each such attorney-in-fact for
any legal or other expenses reasonably incurred in connection with investigating
or defending against any such loss, claim, damage, liability or action.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 13 day of June 2019.
/s/ Timothy A. Springer
--------------------------
Name: Timothy A. Springer