0000899243-21-022327.txt : 20210607 0000899243-21-022327.hdr.sgml : 20210607 20210607173624 ACCESSION NUMBER: 0000899243-21-022327 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210603 FILED AS OF DATE: 20210607 DATE AS OF CHANGE: 20210607 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MCGUIRE TERRANCE CENTRAL INDEX KEY: 0001117003 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38787 FILM NUMBER: 211000560 MAIL ADDRESS: STREET 1: C/O POLARIS VENTURE PARTNERS LP STREET 2: 1000 WINTER STREET, SUITE 3350 CITY: WALTHAM STATE: MA ZIP: 02154 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Cyclerion Therapeutics, Inc. CENTRAL INDEX KEY: 0001755237 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 831895370 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 301 BINNEY STREET CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 617-621-7722 MAIL ADDRESS: STREET 1: 301 BINNEY STREET CITY: CAMBRIDGE STATE: MA ZIP: 02142 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-06-03 0 0001755237 Cyclerion Therapeutics, Inc. CYCN 0001117003 MCGUIRE TERRANCE C/O CYCLERION THERAPEUTICS, INC. 245 FIRST STREET, 18TH FLOOR CAMBRIDGE MA 02142 1 0 0 0 Common Stock 2021-06-03 4 P 0 92831 3.12 A 697313 I By Polaris Partners VIII, L.P. Common Stock 2021-06-03 4 P 0 3322 3.12 A 24957 I By Polaris Entrepreneurs' Fund VIII, L.P. Common Stock 162 I By Polaris Venture Management Co. II, L.L.C. Common Stock 6911 I By Bartlett Partners, LLC Common Stock 11047 D On June 3, 2021, Polaris Partners VIII, L.P. ("PP VIII") and Polaris Entrepreneurs' Fund VIII, L.P. ("PEF VIII") agreed to purchase directly from the Issuer such shares of Common Stock of the Issuer in a private placement transaction. The reportable securities are owned directly by PP VIII. Polaris Partners GP VIII, L.L.C. ("PPGP VIII") is the general partner of PP VIII. The Reporting Person, a member of the Issuer's Board of Directors, is an interest holder of PPGP VIII. Each of David Barrett, Brian Chee, Amir Nashat and Bryce Youngren are the managing members of PPGP VIII (collectively, the "Managing Members"). Each of the Reporting Person and the Managing Members, in their respective capacities with respect to PPGP VIII, may be deemed to have shared voting and dispositive power over the shares held by PP VIII. Each of PPGP VIII, the Reporting Person and the Managing Members disclaims beneficial ownership of these securities 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. The reportable securities are owned directly by PEF VIII. PPGP VIII is the general partner of PEF VIII. The Reporting Person, a member of the Issuer's Board of Directors, is an interest holder of PPGP VIII. Each of the Reporting Person and the Managing Members, in their respective capacities with respect to PPGP VIII, may be deemed to have shared voting and dispositive power over the shares held by PEF VIII. Each of PPGP VIII, the Reporting Person and the Managing Members disclaims beneficial ownership of these securities 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. The Reporting Person and Jonathan Flint ("Flint") are the managing members of Polaris Venture Management Co. II, L.L.C., the beneficial owner of the securities. Each of the Reporting Person and Flint disclaims beneficial ownership of these securities 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. The Reporting Person is a managing member of Bartlett Partners, LLC, the beneficial owner of the securities. The Reporting Person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein. /s/ Lauren Crockett Attorney-in-Fact 2021-06-07