0001179110-19-008146.txt : 20190626 0001179110-19-008146.hdr.sgml : 20190626 20190626212544 ACCESSION NUMBER: 0001179110-19-008146 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190626 FILED AS OF DATE: 20190626 DATE AS OF CHANGE: 20190626 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Nashat Amir CENTRAL INDEX KEY: 0001575843 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38940 FILM NUMBER: 19922849 MAIL ADDRESS: STREET 1: 10835 ROAD TO THE CURE STREET 2: SUITE 205 CITY: SAN DIEGO STATE: CA ZIP: 92121 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Morphic Holding, Inc. CENTRAL INDEX KEY: 0001679363 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 473878772 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 35 GATEHOUSE DRIVE A2 CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 9787296480 MAIL ADDRESS: STREET 1: 35 GATEHOUSE DRIVE A2 CITY: WALTHAM STATE: MA ZIP: 02451 FORMER COMPANY: FORMER CONFORMED NAME: Morphic Holding, LLC DATE OF NAME CHANGE: 20160712 3 1 edgar.xml FORM 3 - X0206 3 2019-06-26 0 0001679363 Morphic Holding, Inc. MORF 0001575843 Nashat Amir C/O POLARIS PARTNERS ONE MARINA PARK DRIVE, 10TH FL. BOSTON MA 02210 1 0 0 0 No securities beneficially held 0 D Series Seed Preferred Stock Common Stock 473276 I By Polaris Partners VII, L.P. Series A Preferred Stock Common Stock 1236302 I By Polaris Partners VII, L.P. Series B Preferred Stock Common Stock 344662 I By Polaris Partners VII, L.P. Series Seed Preferred Stock Common Stock 33108 I By Polaris Entrepreneurs' Fund VII, L.P. Series A Preferred Stock Common Stock 86487 I By Polaris Entrepreneurs' Fund VII, L.P. Series B Preferred Stock Common Stock 24111 I By Polaris Entrepreneurs' Fund VII, L.P. Stock Option (right to buy Common Stock) 15.00 2029-06-26 Common Stock 24000 D Each share of the issuer's Series Seed Preferred Stock will automatically convert into one share of the issuer's Common Stock immediately upon the closing of the issuer's initial public offering ("IPO") and has no expiration date. The reportable securities are owned directly by Polaris Partners VII, L.P. ("PP VII"). Polaris Management Co. VII, L.L.C. ("PMC VII") is the general partner of PP VII. The reporting person, a member of the issuer's Board of Directors, is a member of PMC VII. Each of the reporting person, David Barrett ("Barrett"), Brian Chee ("Chee"), Jonathan A. Flint ("Flint"), Terrance G. McGuire ("McGuire") and Bryce Youngren ("Youngren" and, together with the reporting person, Barrett, Chee, Flint, and McGuire, the "Managing Members") are the managing members of PMC VII. Each of the Managing Members, in their respective capacities with respect to PMC VII, may be deemed to have shared voting and dispositive power over the shares held by PP VII. Each of PMC VII and the Managing Members disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any one 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 respective pecuniary interests therein. Each share of the issuer's Series A Preferred Stock will automatically convert into one share of the issuer's Common Stock immediately upon the closing of the issuer's IPO and has no expiration date. Each share of the issuer's Series B Preferred Stock will automatically convert into one share of the issuer's Common Stock immediately upon the closing of the issuer's IPO and has no expiration date. The reportable securities are owned directly by Polaris Entrepreneurs' Fund VII, L.P. ("PEF VII"). PMC VII is the general partner of PEF VII. The reporting person, a member of the issuer's Board of Directors, is a member of PMC VII. Each of the reporting person, Barrett, Chee, Flint, McGuire and Youngren are the managing members of PMC VII. Each of the Managing Members, in their respective capacities with respect to PMC VII, may be deemed to have shared voting and dispositive power over the shares held by PEF VII. Each of PMC VII and the Managing Members disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any one 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 respective pecuniary interests therein. The option vests as to 25% of the total shares on June 26, 2020, and then 9.375% of the remaining shares shall vest quarterly thereafter, subject to the reporting person's provision of service to the issuer on each vesting date. /s/ Robert Farrell as attorney-in-fact for Amir Nashat 2019-06-26 EX-24 2 ex24nashat.txt LIMITED POWER OF ATTORNEY The undersigned hereby constitutes and appoints Robert Farrell, William DeVaul and Praveen Tipirneni, as long as they are providing services to Morphic Holding, Inc., a Delaware corporation (the "Company"), or any of them, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of the Company, Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder; (2) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Forms 3, 4s and 5s and timely file such forms with the Securities and Exchange Commission and any stock exchange or similar authority, if required; and (3) take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform each and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution and revocation, hereby ratifying and confirming all that each such attorney-in-fact, or each such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that each of the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act. The undersigned agrees that each such attorney-in-fact may rely entirely on information furnished orally or in writing by the undersigned to each such attorney-in-fact. The undersigned also agrees to indemnify and hold harmless the Company and each such attorney-in-fact against any losses, claims, damages or liabilities (or actions in these respects) that arise out of or are based on any untrue statement or omission of necessary facts in the information provided by the undersigned to such attorney-in-fact for purposes of executing, acknowledging, delivering and filing Forms 3, 4 or 5 (including amendments thereto) and agrees to reimburse the Company and each such attorney-in-fact for any legal or other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, damage, liability or action. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 21st day of June 2019. /s/ Amir Nashat -------------------------------- Name: Amir Nashat