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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Foghorn Therapeutics Inc. [ FHTX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/10/2022 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 02/10/2022(1) | G(2) | 123,479 | D | $0.00 | 23,000 | D | |||
Common Stock | 02/10/2022(1) | G(2) | 123,479 | A | $0.00 | 448,704 | I | See Footnote(3) | ||
Common Stock | 10/25/2022(1) | J(4) | 4,371 | A | $0.00 | 67,371(5) | D | |||
Common Stock | 10/25/2022(1) | J(4) | 4,371 | D | $0.00 | 444,333 | I | See Footnote(6) | ||
Common Stock | 02/17/2023 | G(7) | 4,371 | D | $0.00 | 63,000 | D | |||
Common Stock | 02/17/2023 | G(7) | 4,371 | A | $0.00 | 448,704 | I | See Footnote(8) | ||
Common Stock | 02/17/2023 | J(9) | 184,939 | D | $0.00 | 448,704 | I | See Footnote(10) | ||
Common Stock | 02/17/2023 | J(9) | 184,939 | A | $0.00 | 448,704 | I | See Footnote(10) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. Reported late due to administrative error. |
2. On February 10, 2022, the Reporting Person transferred 123,479 shares of the Issuer's Common Stock to the Adrian H. Gottschalk Living Trust dated September 8, 2009. This was a bona fide gift with no payment in consideration. |
3. Consists of 300,000 shares held by the Adrian H. Gottschalk 2021 Grantor Retained Annuity Trust dated November 29, 2021, of which the Reporting Person is the trustee and sole current beneficiary, and 148,704 shares held by the Adrian H. Gottschalk Living Trust dated September 8, 2009, of which the Reporting Person is the trustee. |
4. Transfer of assets between the Adrian H. Gottschalk 2021 Grantor Retained Annuity Trust dated November 29, 2021, and the Reporting Person. |
5. The reported holdings include 40,000 shares of the Issuer's Common Stock acquired by the Reporting Person through an option exercise reported on Form 4 on September 19, 2022. |
6. Consists of 295,629 shares held by the Adrian H. Gottschalk 2021 Grantor Retained Annuity Trust dated November 29, 2021, of which the Reporting Person is the trustee and sole current beneficiary, and 148,704 shares held by the Adrian H. Gottschalk Living Trust dated September 8, 2009, of which the Reporting Person is the trustee. |
7. On February 17, 2023, the Reporting Person transferred 4,371 shares of the Issuer's Common Stock to the Adrian H. Gottschalk Living Trust dated September 8, 2009. This was a bona fide gift with no payment in consideration. |
8. Consists of 295,629 shares held by the Adrian H. Gottschalk 2021 Grantor Retained Annuity Trust dated November 29, 2021, of which the Reporting Person is the trustee and sole current beneficiary, and 153,075 shares held by the Adrian H. Gottschalk Living Trust dated September 8, 2009, of which the Reporting Person is the trustee. |
9. Transfer of assets between the the Adrian H. Gottschalk 2021 Grantor Retained Annuity Trust dated November 29, 2021, and the Adrian H. Gottschalk Living Trust dated September 8, 2009. |
10. Consists of 110,690 shares held by the Adrian H. Gottschalk 2021 Grantor Retained Annuity Trust dated November 29, 2021, of which the Reporting Person is the trustee and sole current beneficiary, and 338,014 shares held by the Adrian H. Gottschalk Living Trust dated September 8, 2009, of which the Reporting Person is the trustee. |
Remarks: |
/s /Allan Reine, M.D., Attorney-in-Fact for Adrian Gottschalk | 02/22/2023 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |