0001214659-20-005726.txt : 20200617 0001214659-20-005726.hdr.sgml : 20200617 20200617165949 ACCESSION NUMBER: 0001214659-20-005726 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200616 FILED AS OF DATE: 20200617 DATE AS OF CHANGE: 20200617 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WEHRLY MARK C CENTRAL INDEX KEY: 0001245635 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39319 FILM NUMBER: 20970349 MAIL ADDRESS: STREET 1: C/O FARALLON CAPITAL MANAGEMENT, L.L.C. STREET 2: ONE MARITIME PLAZA, SUITE 2100 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Warren John R. CENTRAL INDEX KEY: 0001509711 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39319 FILM NUMBER: 20970350 MAIL ADDRESS: STREET 1: C/O FARALLON CAPITAL MANAGEMENT, L.L.C. STREET 2: ONE MARITIME PLAZA, SUITE 2100 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Spokes Andrew J M CENTRAL INDEX KEY: 0001372968 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39319 FILM NUMBER: 20970351 MAIL ADDRESS: STREET 1: C/O FARALLON CAPITAL MANAGEMENT, L.L.C. STREET 2: ONE MARITIME PLAZA, SUITE 2100 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Seybold William CENTRAL INDEX KEY: 0001693980 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39319 FILM NUMBER: 20970352 MAIL ADDRESS: STREET 1: C/O FARALLON CAPITAL MANAGEMENT, L.L.C. STREET 2: ONE MARITIME PLAZA, SUITE 2100 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Generation Bio Co. CENTRAL INDEX KEY: 0001733294 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 814301281 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 301 BINNEY STREET CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 857-529-5908 MAIL ADDRESS: STREET 1: 301 BINNEY STREET CITY: CAMBRIDGE STATE: MA ZIP: 02142 4 1 marketforms-49047.xml PRIMARY DOCUMENT X0306 4 2020-06-16 true 0001733294 Generation Bio Co. GBIO 0001693980 Seybold William C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 2100 SAN FRANCISCO CA 94111 false false true true Member of Group Owning 10% 0001372968 Spokes Andrew J M C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 2100 SAN FRANCISCO CA 94111 false false true true Managing Member 0001509711 Warren John R. C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 2100 SAN FRANCISCO CA 94111 false false true true Managing Member 0001245635 WEHRLY MARK C C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 2100 SAN FRANCISCO CA 94111 false false true true Managing Member Common Stock 2020-06-16 4 C false 1518819 A 1518819 D Common Stock 1518819 I See Footnotes Common Stock 2020-06-16 4 P false 400000 19.00 A 1918819 D Common Stock 1918819 I See Footnotes Series C Preferred Stock 2020-06-16 4 C false 2682691 D Common Stock 1518819 0 D Series C Preferred Stock Common Stock 1518819 0 I See Footnotes On June 16, 2020, Generation Bio Co. (the "Issuer") announced the completion of its initial public offering (the "IPO"). Upon the IPO, the outstanding Series C Preferred Stock of the Issuer converted automatically into shares of Common Stock of the Issuer on a 1.7663-for-one basis without payment of further consideration. The Series C Preferred Stock had no expiration date. The entities and individuals identified in the footnotes to this Form 4 may be deemed members of a group holding equity securities of the Issuer. The filing of this Form 4 and any statements included herein shall not be deemed to be an admission that such entities and individuals are members of such a group. Since the number of reporting persons that may be listed on a Form 4 is limited, the entities and individuals listed in these footnotes that are not reporting persons on this Form 4 are filing one or more additional Forms 4 on the date hereof as reporting persons with respect to the securities described herein (each, a "Parallel Form 4"). Information regarding these entities and individuals is included in this Form 4 for purposes of clarification and convenience only, and is duplicative of the information reported in any Parallel Form 4. The amount of securities shown in this row is owned directly by Zone Healthcare Holdings, LLC ("ZHH LLC"). Farallon Capital Management, L.L.C. (the "Management Company"), as the manager of ZHH LLC, may be deemed to be a beneficial owner of the Issuer's securities held by ZHH LLC. The Management Company disclaims any beneficial ownership of any of the Issuer's securities reported or noted herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "'34 Act"), or otherwise, except to the extent of its pecuniary interest, if any. The members of ZHH LLC are FCP SS 2019, LLC ("FCP SS"), FCIP SS 2019, LLC ("FCIP SS"), FCOI II SS 2019, Ltd. ("FCOI II SS"), Farallon Capital Institutional Partners, II, L.P. ("FCIP II"), Farallon Capital Institutional Partners III, L.P. ("FCIP III"), Four Crossings Institutional Partners V, L.P. ("FCIP V"), Farallon Special Situation Partners VI, L.P. ("FSSP VI") and Farallon Special Situations Master Fund, L.P. ("FSSF"). Each such member of ZHH LLC disclaims any beneficial ownership of any of the Issuer's securities reported or noted herein for purposes of Section 16 of the '34 Act or otherwise. The sole member of FCP SS is Farallon Capital Partners, L.P. ("FCP"). The sole member of FCIP SS is Farallon Capital Institutional Partners, L.P. ("FCIP"). The sole member of FCOI II SS is Farallon Capital Offshore Investors II, L.P. ("FCOI II"). Each of FCP, FCIP and FCOI II disclaims any beneficial ownership of any of the Issuer's securities reported or noted herein for purposes of Section 16 of the '34 Act or otherwise. Farallon Partners, L.L.C. (the "Farallon General Partner"), as the general partner of each of FCP, FCIP, FCIP II, FCIP III and FCOI II, the sole member of the respective general partners of FCIP V and FSSP VI and the sole member of the director of FCOI II SS, may be deemed to be a beneficial owner of the Issuer's securities held indirectly by each of FCP, FCIP, FCIP II, FCIP III, FCOI II, FCIP V and FSSP VI. The Farallon General Partner disclaims any beneficial ownership of any of the Issuer's securities reported or noted herein for purposes of Section 16 of the '34 Act, or otherwise, except to the extent of its pecuniary interest, if any. Each of Philip D. Dreyfuss, Michael B. Fisch, Richard B. Fried, David T. Kim, Michael G. Linn, Rajiv A. Patel, Thomas G. Roberts, Jr., William Seybold, Andrew J. M. Spokes, John R. Warren, and Mark C. Wehrly (collectively, the "Managing Members"), as a managing member or senior managing member, as the case may be, of the Management Company and the Farallon General Partner, and a manager or senior manager, as the case may be, of the respective general partners of FCIP V, FSSP VI and FSSF, in each case with the power to exercise investment discretion, may be deemed to be a beneficial owner of the Issuer's securities held by ZHH LLC. Each of the Managing Members disclaims any beneficial ownership of any of the Issuer's securities reported or noted herein for purposes of Section 16 of the '34 Act or otherwise, except to the extent of his pecuniary interest, if any. Due to the dilutive effect of the IPO, as of the completion of the IPO no reporting person on or otherwise referred to in this Form 4 or any Parallel Form 4 has beneficial ownership of more than 10% of the outstanding class of Common Stock. /s/ Mark C. Wehrly, as attorney-in-fact for William Seybold 2020-06-17 /s/ Mark C. Wehrly, as attorney-in-fact for Andrew J. M. Spokes 2020-06-17 /s/ Mark C. Wehrly, as attorney-in-fact for John R. Warren 2020-06-17 /s/ Mark C. Wehrly 2020-06-17