0000899243-23-000461.txt : 20230103
0000899243-23-000461.hdr.sgml : 20230103
20230103212834
ACCESSION NUMBER: 0000899243-23-000461
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20221229
FILED AS OF DATE: 20230103
DATE AS OF CHANGE: 20230103
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Atlas Venture Fund X, L.P.
CENTRAL INDEX KEY: 0001628098
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39438
FILM NUMBER: 23504198
BUSINESS ADDRESS:
STREET 1: 400 TECHNOLOGY SQUARE
STREET 2: 10TH FLOOR
CITY: CAMBRIDGE
STATE: MA
ZIP: 02139
BUSINESS PHONE: 857-201-2700
MAIL ADDRESS:
STREET 1: 400 TECHNOLOGY SQUARE
STREET 2: 10TH FLOOR
CITY: CAMBRIDGE
STATE: MA
ZIP: 02139
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Atlas Venture Associates X, LLC
CENTRAL INDEX KEY: 0001742765
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39438
FILM NUMBER: 23504196
BUSINESS ADDRESS:
STREET 1: 400 TECH. SQ.
STREET 2: 10TH FLOOR
CITY: CAMBRIDGE
STATE: MA
ZIP: 02139
BUSINESS PHONE: 857-201-2700
MAIL ADDRESS:
STREET 1: 400 TECH. SQ.
STREET 2: 10TH FLOOR
CITY: CAMBRIDGE
STATE: MA
ZIP: 02139
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ATLAS VENTURE ASSOCIATES X, L.P.
CENTRAL INDEX KEY: 0001742766
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39438
FILM NUMBER: 23504197
BUSINESS ADDRESS:
STREET 1: 400 TECHNOLOGY SQ.
STREET 2: 10TH FLOOR
CITY: CAMBRIDGE
STATE: MA
ZIP: 02139
BUSINESS PHONE: 857-201-2700
MAIL ADDRESS:
STREET 1: 400 TECHNOLOGY SQ.
STREET 2: 10TH FLOOR
CITY: CAMBRIDGE
STATE: MA
ZIP: 02139
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Atlas Venture Opportunity Fund I, L.P.
CENTRAL INDEX KEY: 0001759241
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39438
FILM NUMBER: 23504195
BUSINESS ADDRESS:
STREET 1: 400 TECHNOLOGY SQUARE, 10TH FLOOR
CITY: CAMBRIDGE
STATE: MA
ZIP: 02139
BUSINESS PHONE: 857-201-2700
MAIL ADDRESS:
STREET 1: 400 TECHNOLOGY SQUARE, 10TH FLOOR
CITY: CAMBRIDGE
STATE: MA
ZIP: 02139
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Atlas Venture Associates Opportunity I, L.P.
CENTRAL INDEX KEY: 0001780065
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39438
FILM NUMBER: 23504194
BUSINESS ADDRESS:
STREET 1: 400 TECHNOLOGY SQUARE
STREET 2: 10TH FLOOR
CITY: CAMBRIDGE
STATE: MA
ZIP: 02139
BUSINESS PHONE: 857-201-2700
MAIL ADDRESS:
STREET 1: 400 TECHNOLOGY SQUARE
STREET 2: 10TH FLOOR
CITY: CAMBRIDGE
STATE: MA
ZIP: 02139
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Atlas Venture Associates Opportunity I, LLC
CENTRAL INDEX KEY: 0001780066
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39438
FILM NUMBER: 23504193
BUSINESS ADDRESS:
STREET 1: 400 TECHNOLOGY SQUARE
STREET 2: 10TH FLOOR
CITY: CAMBRIDGE
STATE: MA
ZIP: 02139
BUSINESS PHONE: 857-201-2700
MAIL ADDRESS:
STREET 1: 400 TECHNOLOGY SQUARE
STREET 2: 10TH FLOOR
CITY: CAMBRIDGE
STATE: MA
ZIP: 02139
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Disc Medicine, Inc.
CENTRAL INDEX KEY: 0001816736
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 851613057
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 300 ONE KENDALL SQUARE, 3RD FLOOR
CITY: CAMBRIDGE
STATE: MA
ZIP: 02139
BUSINESS PHONE: (617) 401-4400
MAIL ADDRESS:
STREET 1: 300 ONE KENDALL SQUARE, 3RD FLOOR
CITY: CAMBRIDGE
STATE: MA
ZIP: 02139
FORMER COMPANY:
FORMER CONFORMED NAME: Gemini Therapeutics, Inc. /DE
DATE OF NAME CHANGE: 20210209
FORMER COMPANY:
FORMER CONFORMED NAME: FS Development Corp.
DATE OF NAME CHANGE: 20200702
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2022-12-29
0
0001816736
Disc Medicine, Inc.
IRON
0001628098
Atlas Venture Fund X, L.P.
300 TECHNOLOGY SQUARE, 8TH FLOOR
CAMBRIDGE
MA
02139
0
0
1
0
0001742766
ATLAS VENTURE ASSOCIATES X, L.P.
300 TECHNOLOGY SQUARE, 8TH FLOOR
CAMBRIDGE
MA
02139
0
0
1
0
0001742765
Atlas Venture Associates X, LLC
300 TECHNOLOGY SQUARE, 8TH FLOOR
CAMBRIDGE
MA
02139
0
0
1
0
0001759241
Atlas Venture Opportunity Fund I, L.P.
300 TECHNOLOGY SQUARE, 8TH FLOOR
CAMBRIDGE
MA
02139
0
0
1
0
0001780065
Atlas Venture Associates Opportunity I, L.P.
300 TECHNOLOGY SQUARE, 8TH FLOOR
CAMBRIDGE
MA
02139
0
0
1
0
0001780066
Atlas Venture Associates Opportunity I, LLC
300 TECHNOLOGY SQUARE, 8TH FLOOR
CAMBRIDGE
MA
02139
0
0
1
0
Common Stock
2022-12-29
4
J
0
1835799
A
2237303
D
Common Stock
2022-12-29
4
J
0
882224
A
955156
I
See Footnote
Gemini Therapeutics, Inc. (" Gemini"), and Disc Medicine Opco, Inc. (f/k/a Disc Medicine, Inc.) ("Disc"), entered into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement"), on August 9, 2022, pursuant to which, among other matters, a direct, wholly owned subsidiary of Gemini, Gemstone Merger Sub, Inc. ("Merger Sub"), merged with and into Disc, with Disc surviving as a wholly owned subsidiary of Gemini, and the surviving corporation of the merger, which transaction is referred to herein as the merger. The merger closed on on December 29, 2022. Following the effectiveness of the merger on December 29, 2022, the surviving corporation changed its name from Gemini to Disc Medicine, Inc. (the "Issuer").
(Continued from footnote 1) Upon the closing of the merger, each share of Disc common stock (after giving effect to the conversion of each share of Disc's preferred stock into Disc common stock and including all such shares that are converted into Disc common stock) was converted into the right to receive a number of shares of Gemini common stock equal to an exchange ratio of 0.1096.
These shares are held directly by Atlas Venture Fund X, L.P. ("Atlas X"). Atlas Venture Associates X, L.P. ("Associates X") is the general partner of Atlas X. Atlas Venture Associates X, LLC ("Associates X LLC") is the general partner of Associates X. Each of Associates X and Associates X LLC disclaims Section 16 beneficial ownership of the securities held by Atlas X, except to the extent of its pecuniary interest therein, if any.
These shares are held directly by Atlas Venture Opportunity Fund I, L.P. ("Atlas Opportunity I"). Atlas Venture Associates Opportunity I, L.P. ("Associates I") is the general partner of Atlas Opportunity I. Atlas Venture Associates Opportunity I, LLC ("Associates I LLC") is the general partner of Associates I. Each of Associates I and Associates I LLC disclaims Section 16 beneficial ownership of the securities held by Atlas Opportunity I, except to the extent of its pecuniary interest therein, if any.
Atlas Venture Fund X, L.P., By: Atlas Venture Associates X, L.P., its general partner, By: Atlas Venture Associates X, LLC, its general partner, By: Ommer Chohan, Chief Financial Officer /s/ Ommer Chohan
2023-01-03
Atlas Venture Associates X, L.P., By: Atlas Venture Associates X, LLC, its general partner, By: Ommer Chohan, Chief Financial Officer /s/ Ommer Chohan
2023-01-03
Atlas Venture Associates X, LLC By: Ommer Chohan, Chief Financial Officer /s/ Ommer Chohan
2023-01-03
Atlas Venture Opportunity Fund I, L.P., By: Atlas Venture Associates Opportunity I, L.P., its general partner, By: Atlas Venture Associates Opportunity I, LLC, its general partner, By: Ommer Chohan, Chief Financial Officer /s/ Ommer Chohan
2023-01-03
Atlas Venture Associates Opportunity I, L.P., By: Atlas Venture Associates Opportunity I, LLC, its general partner, By: Ommer Chohan, Chief Financial Officer /s/ Ommer Chohan
2023-01-03
Atlas Venture Associates Opportunity I, LLC By: Ommer Chohan, Chief Financial Officer /s/ Ommer Chohan
2023-01-03