0001762003-19-000003.txt : 20190117
0001762003-19-000003.hdr.sgml : 20190117
20190117160844
ACCESSION NUMBER: 0001762003-19-000003
CONFORMED SUBMISSION TYPE: SC 13D
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20190117
DATE AS OF CHANGE: 20190117
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: Flex Pharma, Inc.
CENTRAL INDEX KEY: 0001615219
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 465087339
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-88731
FILM NUMBER: 19531070
BUSINESS ADDRESS:
STREET 1: 800 BOYLSTON STREET
STREET 2: 24TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02199
BUSINESS PHONE: 617-874-1821
MAIL ADDRESS:
STREET 1: 800 BOYLSTON STREET
STREET 2: 24TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02199
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: Boston Foundation, Inc.
CENTRAL INDEX KEY: 0001762003
IRS NUMBER: 042104021
STATE OF INCORPORATION: MA
FISCAL YEAR END: 0630
FILING VALUES:
FORM TYPE: SC 13D
BUSINESS ADDRESS:
STREET 1: 75 ARLINGTON STREET
CITY: BOSTON
STATE: MA
ZIP: 02116
BUSINESS PHONE: 617-338-1700
MAIL ADDRESS:
STREET 1: 75 ARLINGTON STREET
CITY: BOSTON
STATE: MA
ZIP: 02116
SC 13D
1
flexpbos.txt
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
FLEX PHARMA, INC.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
33938A105
(CUSIP Number)
Boston Foundation, Inc.
George C. Wilson, Assistant Treasurer
75 Arlington Street Boston, MA 02116
617-338-1626
george.wilson@tbf.org
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 16, 2019
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition that is the subject of
this Schedule 13D, and is filing this schedule because of Rule
240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. /__ /
NOTE: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all
exhibits. See Rule 13d-7 for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 33938A105
(1) Names of reporting persons
Boston Foundation, Inc.
(2) Check the appropriate box if a member of a group (see
instructions)
(a)
(b)
(3) SEC use only
(4) Source of funds (see instructions) OO
(5) Check if disclosure of legal proceedings is required
pursuant to Items 2(d) or 2(e)
(6) Citizenship or place of organization MA
Number of shares beneficially owned by each reporting person
with:
(7) Sole voting power 814,000
(8) Shared voting power
(9) Sole dispositive power 814,000
(10) Shared dispositive power
(11) Aggregate amount beneficially owned by each reporting
person 814,000 shares
(12) Check if the aggregate amount in Row (11) excludes certain
shares (see instructions)
(13) Percent of class represented by amount in Row (11) 4.5%
(14) Type of reporting person (see instructions) CO
Introduction
This Amendment No. 1 to Schedule 13D (this "Amendment") amends
the statement on Schedule 13D filed with the Securities and
Exchange Commission ("SEC") on December 28, 2018 (the "Original
Schedule 13D") by Boston Foundation, Inc. ("Reporting Person")
with respect to shares of the common stock, par value $0.0001
per share of Flex Pharma, Inc. ("Issuer"). The Amendment is
filed to report the completion of the sale of 1,386,000 shares
of the Common Stock of the Issuer which resulted in the
Reporting Person holding less than 5% of the outstanding common
stock of the Issuer and ceasing to be a reporting person under
Section 13(d) of the Securities Exchange Act of 1934, as
amended. Except as expressly set forth herein, this Amendment
does not modify any of the information set forth in the Original
Schedule 13D. Capitalized terms used in this Amendment and not
otherwise defined are used with the meanings given such terms in
the Original Schedule 13D.
Item 5. Interest in Securities of the Issuer. (a) The Reporting
Person acquired 2,200,000 shares of the Common Stock of the
Issuer, or 12.18% of the outstanding shares of Common Stock,
calculated based on 18,069,476 shares of Common Stock
outstanding as of October 31, 2018, as reported by the Issuer on
its Quarterly Report on Form 10-Q for the quarter ended
September 30, 2018, filed with the Securities and Exchange
Commission. As described in the Original Schedule 13D, the
Reporting Person has engaged in open market sales of the shares
through a registered broker/dealer. As of January 16, 2019,
the Reporting Person owns beneficially and of record
814,000 shares of Common Stock, or 4.5% of the outstanding shares
of Common Stock.
(b) The Reporting Person has the sole power to vote or to direct
the vote, and the sole power to dispose or to direct the
disposition all 814,000 of the shares of Common Stock of the
Issuer it owns as of January 16, 2019. The Reporting Person's
executive officers have the power to determine the timing of the
sale of the Common Stock of the Issuer by the Reporting Person.
(c) Since the receipt by the Reporting Person of the gift of the
2,200,000 shares of the Common Stock of the Issuer on December
20, 2018, the Reporting Person has engaged in open market sales
of the Common Stock to provide funds for use in furtherance of
the charitable purpose and mission of the Reporting Person.
(d) No person other than the Reporting Person is known to have
the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the shares of
Common Stock of the Issuer held by the Reporting Person.
(e) Reporting Person files this Amendment to report that it has
ceased to be the beneficial owner of more than five percent of
the Common Stock of the Issuer.
Signature. After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth
in this Amendment is true, complete and correct.
Date: January 17, 2019
Boston Foundation, Inc.
By: /s/ George C. Wilson
George C. Wilson
Title: Assistant Treasurer
ATTENTION: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001).