SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/18/2020

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/18/2020		P		214,962	A	$13	214,962	I	See footnote⁽¹⁾⁽²⁾
Common Stock	09/18/2020		P		15,038	A	$13	15,038	I	See footnote⁽³⁾⁽⁴⁾
Common Stock	09/18/2020		C		1,832,582	A	⁽⁵⁾	2,047,544	I	See footnote⁽¹⁾⁽²⁾
Common Stock	09/18/2020		C		128,201	A	⁽⁵⁾	143,239	I	See footnote⁽³⁾⁽⁴⁾
Common Stock	09/18/2020		C		451,666	A	⁽⁵⁾	2,499,210	I	See footnote⁽¹⁾⁽²⁾
Common Stock	09/18/2020		C		20,585	A	⁽⁵⁾	163,824	I	See footnote⁽³⁾⁽⁴⁾
Common Stock	09/18/2020		C		216,106	A	⁽⁵⁾	2,715,316	I	See footnote⁽¹⁾⁽²⁾
Common Stock	09/18/2020		C		15,118	A	⁽⁵⁾	178,942	I	See footnote⁽³⁾⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	⁽⁵⁾	09/18/2020		C			1,832,582	⁽⁵⁾	⁽⁵⁾	Common Stock	1,832,582	⁽⁵⁾	0	I	See footnote⁽¹⁾⁽²⁾
Series A Convertible Preferred Stock	⁽⁵⁾	09/18/2020		C			128,201	⁽⁵⁾	⁽⁵⁾	Common Stock	128,201	⁽⁵⁾	0	I	See footnote⁽³⁾⁽⁴⁾
Series B Convertible Preferred Stock	⁽⁵⁾	09/18/2020		C			451,666	⁽⁵⁾	⁽⁵⁾	Common Stock	451,666	⁽⁵⁾	0	I	See footnote⁽¹⁾⁽²⁾
Series B Convertible Preferred Stock	⁽⁵⁾	09/18/2020		C			20,585	⁽⁵⁾	⁽⁵⁾	Common Stock	20,585	⁽⁵⁾	0	I	See footnote⁽³⁾⁽⁴⁾
Series C Convertible Preferred Stock	⁽⁵⁾	09/18/2020		C			216,106	⁽⁵⁾	⁽⁵⁾	Common Stock	216,106	⁽⁵⁾	0	I	See footnote⁽¹⁾⁽²⁾
Series C Convertible Preferred Stock	⁽⁵⁾	09/18/2020		C			15,118	⁽⁵⁾	⁽⁵⁾	Common Stock	15,118	⁽⁵⁾	0	I	See footnote⁽³⁾⁽⁴⁾

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. 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.

2. (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.

3. 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.

4. (continued from Footnote 3) 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.

5. Every 5.1 shares of Series A Convertible Preferred Stock, Series B Convertible Preferred Stock and Series C Convertible Preferred Stock (the "Preferred Stock") automatically converted 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 had no expiration date.

Remarks:

	/s/ Lauren Crockett, Attorney-in-fact for Polaris Management Co. VII, L.L.C.	09/22/2020
	/s/ Lauren Crockett, Attorney-in-fact for Polaris Entrepreneurs' Fund VII, L.P.	09/22/2020
	/s/ Lauren Crockett, Attorney-in-fact for Polaris Partners VII, L.P.	09/22/2020
	** Signature of Reporting Person	Date
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