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* Access Industries Holdings LLC (Last) (First) (Middle) C/O ACCESS INDUSTRIES, INC. 40 WEST 57TH STREET, 28TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/26/2018	3. Issuer Name and Ticker or Trading Symbol Neon Therapeutics, Inc. [ NTGN ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) 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) Form filed by One Reporting Person X 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)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(1)	(1)	Common Stock	999,998(1)	(1)	D(2)
Series A Preferred Stock	(1)	(1)	Common Stock	999,998(1)	(1)	D(3)
Series B Preferred Stock	(4)	(4)	Common Stock	782,917(4)	(4)	D(2)

1. Name and Address of Reporting Person* Access Industries Holdings LLC (Last) (First) (Middle) C/O ACCESS INDUSTRIES, INC. 40 WEST 57TH STREET, 28TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Clal Biotechnology Industries Ltd. (Last) (First) (Middle) 3 AZRIELI CENTER TRIANGLE TOWER 45 FLOOR (Street) TEL AVIV L3 67023 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ACCESS INDUSTRIES, LLC (Last) (First) (Middle) C/O ACCESS INDUSTRIES, INC. 40 WEST 57TH STREET, 28TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Affiliate of 10% Owner

1. Name and Address of Reporting Person* ACCESS INDUSTRIES MANAGEMENT, LLC (Last) (First) (Middle) C/O ACCESS INDUSTRIES, INC. 40 WEST 57TH STREET, 28TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Affiliate of 10% Owner

1. Name and Address of Reporting Person* Blavatnik Len (Last) (First) (Middle) C/O ACCESS INDUSTRIES, INC. 40 WEST 57TH STREET, 28TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Affiliate of 10% Owner

Explanation of Responses:

1. Each share of Series A Preferred Stock is currently convertible into shares of the Issuer's common stock, $0.001 par value per share ("Common Stock") on approximately a 5:1 basis. Upon the closing of the Issuer's initial public offering, all shares of Series A Preferred Stock will convert into shares of Common Stock of the Issuer. The Series A Preferred Stock has no expiration date.

2. The securities reported are held directly by Access Industries Holdings LLC ("AIH") and may be deemed to be beneficially owned by Access Industries, LLC ("Access LLC"), Access Industries Management, LLC ("Management LLC") and Len Blavatnik, because Access LLC holds a majority of the outstanding voting interests in AIH, Management LLC controls Access LLC and AIH, and Len Blavatnik controls Management LLC and Access LLC. Each of the reporting persons (other than AIH) disclaims beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein, if any, and this Form shall not be construed as an admission that any such reporting person is the beneficial owner of such securities for any purpose.

3. The securities reported are held directly by Clal Biotechnology Industries Ltd. ("CBI"). AIH, Access LLC, Management LLC and Len Blavatnik may be deemed to beneficially own the securities held directly by CBI because Clal Industries Ltd. ("CI") is the controlling shareholder of CBI, AIH controls CI, Access LLC holds a majority of the outstanding interests in AIH, Management LLC controls Access LLC, and Len Blavatnik controls Management LLC and Access LLC. Each of the reporting persons, other than CBI, disclaims beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein, if any, and this Form shall not be construed as an admission that any such reporting person (other than CBI) is the beneficial owner of such securities for any purpose.

4. Each share of Series B Preferred Stock is currently convertible into shares of the Issuer's Common Stock on approximately a 5:1 basis. Upon the closing of the Issuer's initial public offering, all shares of Series B Preferred Stock will convert into shares of Common Stock of the Issuer. The Series B Preferred Stock has no expiration date.

Remarks:

Exhibit List Ex.24 - Power of Attorney

	/s/ Alejandro Moreno for Access Industries Holdings LLC	06/26/2018
	/s/ Ofer Gonen (CEO) and Assaf Segal (CFO) for Clal Biotechnology Industries Ltd.	06/26/2018
	/s/ Alejandro Moreno for Access Industries, LLC	06/26/2018
	/s/ Alejandro Moreno for Access Industries Management, LLC	06/26/2018
	/s/ Alejandro Moreno, as Attorney-in-Fact for Mr. Blavatnik	06/26/2018
	** Signature of Reporting Person	Date
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