SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Polaris Management Co. VII, L.L.C.

(Last)

(First)

(Middle)

ONE MARINA PARK DRIVE, 10TH FLOOR

(Street)

BOSTON

02210

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/15/2020

3. Issuer Name and Ticker or Trading Symbol
Metacrine, Inc. [ MTCR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,832,582	⁽¹⁾	I	See footnote⁽²⁾⁽³⁾
Series A Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	128,201	⁽¹⁾	I	See footnote⁽⁴⁾⁽⁵⁾
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	451,666	⁽¹⁾	I	See footnote⁽²⁾⁽³⁾
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	20,585	⁽¹⁾	I	See footnote⁽⁴⁾⁽⁵⁾
Series C Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	216,106	⁽¹⁾	I	See footnote⁽²⁾⁽³⁾
Series C Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	15,118	⁽¹⁾	I	See footnote⁽⁴⁾⁽⁵⁾

1. Name and Address of Reporting Person^*

Polaris Management Co. VII, L.L.C.

(Last)

(First)

(Middle)

ONE MARINA PARK DRIVE, 10TH FLOOR

(Street)

BOSTON

02210

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Polaris Entrepreneurs' Fund VII, L.P.

(Last)

(First)

(Middle)

ONE MARINA PARK DRIVE, 10TH FLOOR

(Street)

BOSTON

02210

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Polaris Partners VII, L.P.

(Last)

(First)

(Middle)

ONE MARINA PARK DRIVE, 10TH FLOOR

(Street)

BOSTON

02210

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. 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.

2. 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.

3. (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.

4. 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.

5. (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.

Remarks:

Exhibit Index: 24.1 Power of Attorney

	/s/ Lauren Crockett, Attorney-in-fact for Polaris Management Co. VII, L.L.C.	09/15/2020
	/s/ Lauren Crockett, Attorney-in-fact for Polaris Entrepreneurs' Fund VII, L.P.	09/15/2020
	/s/ Lauren Crockett, Attorney-in-fact for Polaris Partners VII, L.P.	09/15/2020
	** Signature of Reporting Person	Date
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