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^*

LUDLAM WILLIAM

(Last)

(First)

(Middle)

C/O CHIASMA, INC.

460 TOTTEN POND ROAD SUITE 530

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/22/2018

3. Issuer Name and Ticker or Trading Symbol
CHIASMA, INC [ CHMA ]

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

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

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	5,124	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)
Stock Option (Right to Buy)	⁽¹⁾	09/10/2025	Common Stock	14,084	$28.4	D
Stock Option (Right to Buy)	⁽¹⁾	09/10/2025	Common Stock	45,916	$28.4	D
Stock Option (Right to Buy)	⁽²⁾	02/10/2026	Common Stock	969	$9.93	D
Stock Option (Right to Buy)	⁽²⁾	02/10/2026	Common Stock	14,531	$9.93	D
Stock Option (Right to Buy)	⁽³⁾	10/25/2026	Common Stock	25,003	$2.6	D
Stock Option (Right to Buy)	⁽³⁾	10/25/2026	Common Stock	74,997	$2.6	D
Stock Option (Right to Buy)	⁽⁴⁾	02/23/2028	Common Stock	52,011	$1.52	D
Stock Option (Right to Buy)	⁽⁵⁾	02/23/2028	Common Stock	18,189	$1.52	D

Explanation of Responses:

1. This option vests over a four-year period at a rate of twenty-five percent (25%) on August 26, 2016 and 36 equal monthly installments thereafter.

2. This option vests over a four-year period at a rate of twenty-five percent (25%) on February 10, 2017 and in 12 equal quarterly installments thereafter.

3. This option vests over a four-year period at a rate of twenty-five percent (25%) on October 25, 2017 and in 12 equal quarterly installments thereafter.

4. This option vests over a four-year period in 16 equal quarterly installments, the first such installment vesting on May 23, 2018.

5. This option vests as follows: (i) 40% of such award will be earned upon FDA acceptance of a new drug application ("NDA") for Mycapssa, of which amount 50% will be immediately vested and 50% will vest upon the one year anniversary of such acceptance; and (ii) 60% of such award will be earned upon FDA approval of such NDA, of which amount 50% will be immediately vested and 50% will vest upon the one year anniversary of such approval.

Remarks:

Title: Senior Vice President, Clinical and Medical Affairs

	/s/ William Ludlam	04/02/2018
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.