0001209191-20-050508.txt : 20200915 0001209191-20-050508.hdr.sgml : 20200915 20200915171235 ACCESSION NUMBER: 0001209191-20-050508 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200915 FILED AS OF DATE: 20200915 DATE AS OF CHANGE: 20200915 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Polaris Management Co. VII, L.L.C. CENTRAL INDEX KEY: 0001678203 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39512 FILM NUMBER: 201176693 BUSINESS ADDRESS: STREET 1: ONE MARINA PARK DRIVE, 10TH FLOOR CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 855-787-3500 MAIL ADDRESS: STREET 1: ONE MARINA PARK DRIVE, 10TH FLOOR CITY: BOSTON STATE: MA ZIP: 02210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Polaris Entrepreneurs' Fund VII, L.P. CENTRAL INDEX KEY: 0001615991 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39512 FILM NUMBER: 201176694 BUSINESS ADDRESS: STREET 1: ONE MARINA PARK DRIVE, 10TH FLOOR CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 855-787-3500 MAIL ADDRESS: STREET 1: ONE MARINA PARK DRIVE, 10TH FLOOR CITY: BOSTON STATE: MA ZIP: 02210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Polaris Partners VII, L.P. CENTRAL INDEX KEY: 0001611189 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39512 FILM NUMBER: 201176695 BUSINESS ADDRESS: STREET 1: ONE MARINA PARK DRIVE STREET 2: 10TH FLOOR CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 855-787-3500 MAIL ADDRESS: STREET 1: ONE MARINA PARK DRIVE STREET 2: 10TH FLOOR CITY: BOSTON STATE: MA ZIP: 02210 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Metacrine, Inc. CENTRAL INDEX KEY: 0001634379 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 472297384 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3985 SORRENTO VALLEY BLVD., SUITE C CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 858-369-7800 MAIL ADDRESS: STREET 1: 3985 SORRENTO VALLEY BLVD., SUITE C CITY: SAN DIEGO STATE: CA ZIP: 92121 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2020-09-15 0 0001634379 Metacrine, Inc. MTCR 0001678203 Polaris Management Co. VII, L.L.C. ONE MARINA PARK DRIVE, 10TH FLOOR BOSTON MA 02210 0 0 1 0 0001615991 Polaris Entrepreneurs' Fund VII, L.P. ONE MARINA PARK DRIVE, 10TH FLOOR BOSTON MA 02210 0 0 1 0 0001611189 Polaris Partners VII, L.P. ONE MARINA PARK DRIVE, 10TH FLOOR BOSTON MA 02210 0 0 1 0 Series A Convertible Preferred Stock Common Stock 1832582 I See footnote Series A Convertible Preferred Stock Common Stock 128201 I See footnote Series B Convertible Preferred Stock Common Stock 451666 I See footnote Series B Convertible Preferred Stock Common Stock 20585 I See footnote Series C Convertible Preferred Stock Common Stock 216106 I See footnote Series C Convertible Preferred Stock Common Stock 15118 I See footnote Every 5.1 shares of Series A Convertible Preferred Stock, Series B Convertible Preferred Stock and Series C Convertible Preferred Stock (collectively, the "Preferred Stock") are convertible into 1 share of Common Stock immediately prior to the closing of the Issuer's initial public offering. Share numbers give effect to such conversion. The Preferred Stock 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. Each of Amir Nashat ("Nashat"), a member of the Issuer's Board of Directors, David Barrett ("Barrett"), Brian Chee ("Chee") and Bryce Youngren ("Youngren" and, together with Nashat, Barrett and Chee, 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. (continued from Footnote 2) 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 reportable securities are owned directly by Polaris Entrepreneurs' Fund VII, L.P. ("PEF VII"). PMC VII is the general partner of PEF 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. (continued from Footnote 4) 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. Exhibit Index: 24.1 Power of Attorney /s/ Lauren Crockett, Attorney-in-fact for Polaris Management Co. VII, L.L.C. 2020-09-15 /s/ Lauren Crockett, Attorney-in-fact for Polaris Entrepreneurs' Fund VII, L.P. 2020-09-15 /s/ Lauren Crockett, Attorney-in-fact for Polaris Partners VII, L.P. 2020-09-15 EX-24.3_937169 2 poa.txt POA DOCUMENT POLARIS VENTURE MANAGEMENT CO. III, L.L.C. POLARIS VENTURE MANAGEMENT CO. IV, L.L.C. POLARIS VENTURE MANAGEMENT CO. V, L.L.C. POLARIS VENTURE MANAGEMENT CO. VI, L.L.C. POLARIS MANAGEMENT CO. VII, L.L.C. POLARIS MANAGEMENT CO. VII (AIV), L.L.C. POLARIS PARTNERS GP VIII, L.L.C. POLARIS PARTNERS GP VIII (AIV), L.L.C. LS POLARIS INNOVATION FUND GP, L.L.C. POLARIS GROWTH FUND GP I, L.L.C. LS POLARIS INNOVATION FUND MANAGEMENT, L.L.C. NORTH STAR VENTURE MANAGEMENT 2000, L.L.C. NORTH STAR VENTURE MANAGEMENT 2010, L.L.C. POLARIS GROWTH MANAGEMENT, L.L.C. DAVID BARRETT BRIAN CHEE JONATHAN A. FLINT TERRANCE G. MCGUIRE AMIR NASHAT AMY SCHULMAN BRYCE YOUNGREN POWER OF ATTORNEY Each of the undersigned, including (i) Polaris Venture Management Co. III, L.L.C., Polaris Venture Management Co. IV, L.L.C., Polaris Venture Management Co. V, L.L.C., Polaris Venture Management Co. VI, L.L.C., Polaris Management Co. VII, L.L.C., Polaris Management Co. VII (AIV), L.L.C., Polaris Partners GP VIII, L.L.C., Polaris Partners GP VIII (AIV), L.L.C., LS Polaris Innovation Fund GP, L.L.C. and Polaris Growth Fund GP, L.L.C., each a Delaware limited liability company (collectively, the "General Partners"), in the normal course of their business and in their respective capacities as the general partner of Polaris Venture Partners III, L.P., Polaris Venture Partners Entrepreneurs' Fund III, L.P., Polaris Venture Partners Founders' Fund III, L.P., Polaris Venture Partners IV, L.P., Polaris Venture Partners Entrepreneurs' Fund IV, L.P., Polaris Venture Partners V, L.P., Polaris Venture Partners Entrepreneurs' Fund V, L.P., Polaris Venture Partners Founders' Fund V, L.P., Polaris Venture Partners Special Founders' Fund V, L.P., Polaris Venture Partners V (AIV), L.P., Polaris Venture Partners VI, L.P., Polaris Venture Partners Founders' Fund VI, L.P., Polaris Venture Partners VI (AIV), L.P., Polaris Partners VII, L.P., Polaris Entrepreneurs' Fund VII, L.P., Polaris Partners VII (AIV), L.P., Polaris Partners VII (AIV II), L.P., Polaris Partners VIII, L.P., Polaris Entrepreneurs' Fund VIII, L.P., Polaris Partners VIII (AIV), L.P., Polaris Partners VIII (AIV II), L.P., LS Polaris Innovation Fund, L.P. and Polaris Growth Fund I, L.P. (collectively, the "Funds"), (ii) North Star Venture Management 2000, L.L.C., North Star Venture Management 2010, L.L.C., LS Polaris Innovation Fund Management, L.L.C. and Polaris Growth Management, L.L.C. (collectively, the "Management Entities") and (iii) each of David Barrett, Brian Chee, Jonathan A. Flint, Terrance G. McGuire, Amir Nashat, Amy Schulman and Bryce Youngren (collectively, the "Managing Members") in their respective capacities as the managing members of certain of the General Partners and the Management Entities and individually as solely related to the business and affairs of the General Partners, the Funds and the Management Entities (as explicitly set forth herein), hereby constitutes and approves Lauren Crockett as its true and lawful attorney-in-fact to: (1) Execute for and on behalf of the undersigned any and all documents, agreements, filings, reports, consents, waivers or proxies, or amendments or modifications to any of the foregoing requested by the undersigned in connection with the conduct of the undersigned's business; (2) Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any and all such documents, agreements, filings, reports, consents, waivers, proxies or amendments or modifications thereto; (3) Execute for and on behalf of each of the undersigned (a "Reporting Person") any and all reports, notices, communications and other documents (including, but not limited to, reports on Schedule 13D, Schedule 13F, Schedule 13G, Form 13H, Form 13-F, Form 3, Form 4 and Form 5) that such Reporting Person may be required to file with the United States Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (collectively, the "Reports") with respect to each Reporting Person's (a) status as an officer or director of, or (b) ownership of, or transactions in, securities of, any entity whose securities are beneficially owned (directly or indirectly) by the applicable Reporting Person; (4) Do and perform any and all acts for and on behalf of each of the undersigned which may be necessary or desirable to complete and execute any such Reports and timely file such forms and schedules with the United States Securities and Exchange Commission and any other stock exchange or similar authority; and (5) Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, each of 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 each such attorney-in-fact may approve in his discretion. Each of the undersigned hereby grants to the Attorney-in-Fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary, and 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 or revocation, hereby ratifying and confirming all that each such attorney-in-fact, or his 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. Each of the undersigned acknowledges that no such attorney-in-fact, in serving in such capacity at the request of the undersigned, is hereby assuming, nor are the General Partners, any of the Funds, the Management Entities or any of the Managing Members hereby assuming, any of the undersigned's responsibilities under the laws of the United States or any state, including without limitation, compliance with Section 16 or Section 13 of the Securities Exchange Act of 1934, as amended. This Power of Attorney shall remain in full force and effect until the Attorney-in- Fact is separated from each of the undersigned, unless earlier revoked by each of the undersigned in a signed writing delivered to the Attorney-in-Fact. IN WITNESS WHEREOF, each of the undersigned has caused this Power of Attorney to be executed effective as of June 10, 2019. By: /s/ David Barrett David Barrett, individually and in his capacity as a Managing Member of each of Polaris Venture Management Co. VI, L.L.C., Polaris Management Co. VII, L.L.C., Polaris Management Co. VII (AIV), L.L.C., Polaris Partners GP VIII, L.L.C., Polaris Partners GP VIII (AIV), L.L.C. and North Star Venture Management 2010, L.L.C. By: /s/ Brian Chee Brian Chee, individually and in his capacity as a Managing Member of each of Polaris Venture Management Co. VI, L.L.C., Polaris Management Co. VII, L.L.C., Polaris Management Co. VII (AIV), L.L.C., Polaris Partners GP VIII, L.L.C., Polaris Partners GP VIII (AIV), L.L.C. and North Star Venture Management 2010, L.L.C. By: /s/ Jonathan A. Flint Jonathan A. Flint, individually and in his capacity as a Managing Member of each of Polaris Venture Management Co. III, L.L.C., Polaris Venture Management Co. IV, L.L.C., Polaris Venture Management Co. V, L.L.C., Polaris Venture Management Co. VI, L.L.C. and North Star Venture Management 2010, L.L.C. By: /s/ Terrance G. McGuire Terrance G. McGuire, individually and in his capacity as a Managing Member of each of Polaris Venture Management Co. III, L.L.C., Polaris Venture Management Co. IV, L.L.C., Polaris Venture Management Co. V, L.L.C., Polaris Venture Management Co. VI, L.L.C. and North Star Venture Management 2010, L.L.C. By: /s/ Amir Nashat Amir Nashat, individually and in his capacity as a Managing Member of each of Polaris Venture Management Co. VI, L.L.C., Polaris Management Co. VII, L.L.C., Polaris Management Co. VII (AIV), L.L.C., Polaris Partners GP VIII, L.L.C., Polaris Partners GP VIII (AIV), L.L.C. and North Star Venture Management 2010, L.L.C. By: /s/ Amy Schulman Amy Schulman, individually and in her capacity as a Managing Member of each of LS Polaris Innovation Fund GP, L.L.C. and LS Polaris Innovation Fund Management, L.L.C. By: /s/ Bryce Youngren Bryce Youngren, individually and in his capacity as a Managing Member of each of Polaris Venture Management Co. VI, L.L.C., Polaris Management Co. VII, L.L.C., Polaris Management Co. VII (AIV), L.L.C., Polaris Partners GP VIII, L.L.C., Polaris Growth Fund GP I, L.L.C., Polaris Growth Management, L.L.C., Polaris Partners GP VIII (AIV), L.L.C. and North Star Venture Management 2010, L.L.C. NORTH STAR VENTURE MANAGEMENT 2000, L.L.C., By: North Star Venture Management 2010, L.L.C., its Managing Member By: /s/ Brian Chee Name: Brian Chee Title: Managing Member NORTH STAR VENTURE MANAGEMENT 2010, L.L.C. By: /s/ Brian Chee Name: Brian Chee Title: Managing Member LS POLARIS INNOVATION FUND MANAGEMENT, L.L.C. By: /s/ Amy Schulman Name: Amy Schulman Title: Managing Member POLARIS GROWTH MANAGEMENT, L.L.C. By: /s/ Bryce Youngren Name: Bryce Youngren Title: Managing Member