0000899243-17-021259.txt : 20170830
0000899243-17-021259.hdr.sgml : 20170830
20170830160734
ACCESSION NUMBER: 0000899243-17-021259
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: Miller Paul Francis
CENTRAL INDEX KEY: 0001714565
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37566
FILM NUMBER: 171060771
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
0001714565
Miller Paul Francis
C/O SYNLOGIC, INC.
200 SIDNEY STREET, SUITE 320
CAMBRIDGE
MA
02139
0
1
0
0
Chief Scientific Officer
Common Stock
41676
D
Common Stock
33459
D
Stock Option (right to buy)
13.53
2027-05-15
Common Stock
2778
D
Stock Option (right to buy)
13.53
2027-05-15
Common Stock
27413
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 75,337 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 41,676 shares of the Issuer's common stock. One-fourth of the total number of shares subject to the restricted stock agreement vest on September 15, 2015 and the remainder vest in equal monthly installments until September 15, 2018, 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 60,482 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 Plan. Pursuant to the Merger Agreement, this common stock was converted into 33,459 shares of the Issuer's common stock. The shares vest in equal monthly installments beginning on August 6, 2016 and continuing until July 6, 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 5,023 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 2,778 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 15, 2015 and the remainder vest in equal monthly installments until September 15, 2018, 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 49,554 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 27,413 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