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^*

Polaris Venture Management Co. V, L.L.C.

(Last)

(First)

(Middle)

ONE MARINA PARK DRIVE, 10TH FLOOR

(Street)

BOSTON

02210

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/21/2016

3. Issuer Name and Ticker or Trading Symbol
SELECTA BIOSCIENCES INC [ SELB ]

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)
Common Stock	765	I	See Footnotes⁽¹⁾⁽²⁾
Common Stock	268	I	See Footnotes⁽³⁾⁽⁴⁾
Common Stock	392	I	See Footnotes⁽⁵⁾⁽⁶⁾
Common Stock	39,317	I	See Footnotes⁽⁷⁾⁽⁸⁾

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)
Series A Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	6,494	⁽⁹⁾	I	See Footnotes⁽¹⁾⁽²⁾
Series A Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	2,282	⁽⁹⁾	I	See Footnotes⁽³⁾⁽⁴⁾
Series A Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	3,332	⁽⁹⁾	I	See Footnotes⁽⁵⁾⁽⁶⁾
Series A Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	333,207	⁽⁹⁾	I	See Footnotes⁽⁷⁾⁽⁸⁾
Series B Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	11,875	⁽⁹⁾	I	See Footnotes⁽¹⁾⁽²⁾
Series B Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	4,174	⁽⁹⁾	I	See Footnotes⁽³⁾⁽⁴⁾
Series B Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	6,093	⁽⁹⁾	I	See Footnotes⁽⁵⁾⁽⁶⁾
Series B Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	609,316	⁽⁹⁾	I	See Footnotes⁽⁷⁾⁽⁸⁾
Series C Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	4,420	⁽⁹⁾	I	See Footnotes⁽¹⁾⁽²⁾
Series C Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	1,553	⁽⁹⁾	I	See Footnotes⁽³⁾⁽⁴⁾
Series C Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	2,267	⁽⁹⁾	I	See Footnotes⁽⁵⁾⁽⁶⁾
Series C Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	226,801	⁽⁹⁾	I	See Footnotes⁽⁷⁾⁽⁸⁾
Series D Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	4,647	⁽⁹⁾	I	See Footnotes⁽¹⁾⁽²⁾
Series D Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	1,632	⁽⁹⁾	I	See Footnotes⁽³⁾⁽⁴⁾
Series D Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	2,384	⁽⁹⁾	I	See Footnotes⁽⁵⁾⁽⁶⁾
Series D Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	238,470	⁽⁹⁾	I	See Footnotes⁽⁷⁾⁽⁸⁾
Series E Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	3,078	⁽⁹⁾	I	See Footnotes⁽¹⁾⁽²⁾
Series E Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	1,082	⁽⁹⁾	I	See Footnotes⁽³⁾⁽⁴⁾
Series E Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	1,579	⁽⁹⁾	I	See Footnotes⁽⁵⁾⁽⁶⁾
Series E Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	157,957	⁽⁹⁾	I	See Footnotes⁽⁷⁾⁽⁸⁾
Common Warrants	07/24/2015	07/24/2018	Common Stock	389	$17.55	I	See Footnotes⁽¹⁾⁽²⁾
Common Warrants	07/24/2015	07/24/2018	Common Stock	136	$17.55	I	See Footnotes⁽³⁾⁽⁴⁾
Common Warrants	07/24/2015	07/24/2018	Common Stock	199	$17.55	I	See Footnotes⁽⁵⁾⁽⁶⁾
Common Warrants	07/24/2015	07/24/2018	Common Stock	19,990	$17.55	I	See Footnotes⁽⁷⁾⁽⁸⁾

1. Name and Address of Reporting Person^*

Polaris Venture Management Co. V, L.L.C.

(Last)

(First)

(Middle)

ONE MARINA PARK DRIVE, 10TH FLOOR

(Street)

BOSTON

02210

(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^*

Polaris Venture Partners V, L.P.

(Last)

(First)

(Middle)

ONE MARINA PARK DRIVE, 10TH FLOOR

(Street)

BOSTON

02210

(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^*

Polaris Venture Partners Entrepreneurs' Fund V, L.P.

(Last)

(First)

(Middle)

ONE MARINA PARK DRIVE, 10TH FLOOR

(Street)

BOSTON

02210

(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^*

Polaris Venture Partners Founders' Fund V, L.P.

(Last)

(First)

(Middle)

ONE MARINA PARK DRIVE, 10TH FLOOR

(Street)

BOSTON

02210

(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^*

Polaris Venture Partners Special Founders' Fund V, L.P.

(Last)

(First)

(Middle)

ONE MARINA PARK DRIVE, 10TH FLOOR

(Street)

BOSTON

02210

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The reportable securities are owned directly by Polaris Venture Partners Entrepreneurs' Fund V, L.P. ("PVPE V"). Polaris Venture Management Co. V, L.L.C. ("PVM V") is the general partner of PVPE V. PVM V disclaims beneficial ownership of these securities and this report shall not be deemed an admission that PVM V is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein.

2. Each of Jonathan A. Flint ("Flint") and Terrance G. McGuire ("McGuire") are the managing members of PVM V. Amir Nashat ("Nashat"), who is a member of the Issuer's Board of Directors, is a member of PVM V. Each of Flint, McGuire and Nashat, in their respective capacities with regard to PVM V, may be deemed to have shared voting and dispositive power of the shares held by PVPE V. Each of Flint, McGuire and Nashat disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any 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 pecuniary interest therein.

3. The reportable securities are owned directly by Polaris Venture Partners Founders' Fund V, L.P. ("PVPFF V"). PVM V is the general partner of PVPFF V. PVM V disclaims beneficial ownership of these securities and this report shall not be deemed an admission that PVM V is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein.

4. Each of Flint and McGuire are the managing members of PVM V. Nashat, who is a member of the Issuer's Board of Directors, is a member of PVM V. Each of Flint, McGuire and Nashat, in their respective capacities with regard to PVM V, may be deemed to have shared voting and dispositive power of the shares held by PVPFF V. Each of Flint, McGuire and Nashat disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any 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 pecuniary interest therein.

5. The reportable securities are owned directly by Polaris Venture Partners Special Founders' Fund V, L.P. ("PVPSFF V"). PVM V is the general partner of PVPSFF V. PVM V disclaims beneficial ownership of these securities and this report shall not be deemed an admission that PVM V is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein.

6. Each of Flint and McGuire are the managing members of PVM V. Nashat, who is a member of the Issuer's Board of Directors, is a member of PVM V. Each of Flint, McGuire and Nashat, in their respective capacities with regard to PVM V, may be deemed to have shared voting and dispositive power of the shares held by PVPSFF V. Each of Flint, McGuire and Nashat disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any 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 pecuniary interest therein.

7. The reportable securities are owned directly by Polaris Venture Partners V, L.P. ("PVP V"). PVM V is the general partner of PVP V. PVM V disclaims beneficial ownership of these securities and this report shall not be deemed an admission that PVM V is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein.

8. Each of Flint and McGuire are the managing members of PVM V. Nashat, who is a member of the Issuer's Board of Directors, is a member of PVM V. Each of Flint, McGuire and Nashat, in their respective capacities with regard to PVM V, may be deemed to have shared voting and dispositive power of the shares held by PVP V. Each of Flint, McGuire and Nashat disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any 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 pecuniary interest therein.

9. The preferred stock is convertible at any time, at the holder's election and has no expiration date. The preferred stock will automatically convert into common stock upon the closing of the Issuer's initial public offering.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Mary Blair, Attorney-in-Fact for Polaris Venture Management Co. V, L.L.C.	06/21/2016
	/s/ Mary Blair, Attorney-in-Fact for Polaris Venture Management Co. V, L.L.C., general partner of Polaris Venture Partners V, L.P.	06/21/2016
	/s/ Mary Blair, Attorney-in-Fact for Polaris Venture Management Co. V, L.L.C., general partner of Polaris Venture Partners Entrepreneurs' Fund V, L.P.	06/21/2016
	/s/ Mary Blair, Attorney-in-Fact for Polaris Venture Management Co. V, L.L.C., general partner of Polaris Venture Partners Founders' Fund V, L.P.	06/21/2016
	/s/ Mary Blair, Attorney-in-Fact for Polaris Venture Management Co. V, L.L.C., general partner of Polaris Venture Partners Special Founders' Fund V, L.P.	06/21/2016
	** Signature of Reporting Person	Date
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