0000899243-17-021257.txt : 20170830 0000899243-17-021257.hdr.sgml : 20170830 20170830160639 ACCESSION NUMBER: 0000899243-17-021257 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170828 FILED AS OF DATE: 20170830 DATE AS OF CHANGE: 20170830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brennan Aoife CENTRAL INDEX KEY: 0001714563 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37566 FILM NUMBER: 171060764 MAIL ADDRESS: STREET 1: 200 SIDNEY STREET, SUITE 320 STREET 2: C/O SYNLOGIC, INC. CITY: CAMBRIDGE STATE: MA ZIP: 02139 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SYNLOGIC, INC. CENTRAL INDEX KEY: 0001527599 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 261824804 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 200 SIDNEY STREET STREET 2: SUITE 320 CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 617-401-9975 MAIL ADDRESS: STREET 1: 200 SIDNEY STREET STREET 2: SUITE 320 CITY: CAMBRIDGE STATE: MA ZIP: 02139 FORMER COMPANY: FORMER CONFORMED NAME: Mirna Therapeutics, Inc. DATE OF NAME CHANGE: 20110809 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2017-08-28 0 0001527599 SYNLOGIC, INC. SYBX 0001714563 Brennan Aoife C/O SYNLOGIC, INC. 200 SIDNEY STREET, SUITE 320 CAMBRIDGE MA 02139 0 1 0 0 Chief Medical Officer Common Stock 51767 D Stock Option (right to buy) 13.53 2027-05-15 Common Stock 42413 D Stock Option (right to buy) 13.53 2027-05-15 Common Stock 41490 D Shares of capital stock of the corporation then known as Synlogic, Inc. ("Old Synlogic") were converted into shares of the Issuer pursuant to that certain Agreement and Plan of Merger and Reorganization, dated as of May 15, 2017, by and among the Issuer, Meerkat Merger Sub, Inc. and Old Synlogic (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, each share of capital stock was exchanged for 0.5532 shares of the Issuer's common stock, giving effect to a reverse split of the Issuer's common stock of 7-to-1. On May 15, 2017, Reporting Person was granted 93,578 shares of common stock of Old Synlogic subject to a restricted stock agreement, dated May 15, 2017, by and between Old Synlogic and the Reporting Person, under the 2017 Stock Plan (the "2017 Plan"). Pursuant to the Merger Agreement, this common stock was converted into 51,767 shares of the Issuer's common stock. One-fourth of the total number of shares subject to the restricted stock agreement vest on September 1, 2017 and the remainder vest in equal monthly installments until September 1, 2020, provided that at the relevant vesting dates the Reporting Person continues service to the Issuer and has not been terminated as defined in and as determined under the 2017 Plan. On May 15, 2017, Reporting Person was granted an option to purchase 76,669 shares of common stock of Old Synlogic under the 2017 Plan at an exercise price of $7.48 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 42,413 shares of the Issuer's common stock at a per share exercise price of $13.53. One fourth of the total number of shares subject to the option vest on September 1, 2017 and the remainder vest in equal monthly installments until September 1, 2020, provided that at the relevant vesting dates the Reporting Person continues service to the Issuer and has not been terminated as defined in and as determined under the Plan. The option expires ten years after the date of the grant. On May 15, 2017, Reporting Person was granted an option to purchase 75,000 shares of common stock of Old Synlogic under the 2017 Plan at an exercise price of $7.48 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 41,490 shares of the Issuer's common stock at a per share exercise price of $13.53. The shares vest in equal monthly installments beginning on June 15, 2017 and continuing until May 15, 2021, provided that at the relevant vesting dates the Reporting Person continues service to the Issuer and has not been terminated as defined in and as determined under the Plan. The option expires ten years after the date of the grant. /s/ William J. Bussiere, Jr., Attorney-in-fact 2017-08-30