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