Form 4 Kariv Tomer

Statement of changes in beneficial ownership of securities

Published: 2018-10-25 18:27:41
Submitted: 2018-10-25
Period Ending In: 2018-10-23
doc4.html FORM 4 SUBMISSION


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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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
Kariv Tomer

(Last) (First) (Middle)
C/O LOGICBIO THERAPEUTICS, INC.
610 MAIN ST., 3RD FLOOR

(Street)
CAMBRIDGE MA 02139

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
LogicBio Therapeutics, Inc. [ LOGC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/23/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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)
Code V Amount (A) or (D) Price
Common Stock 10/23/2018 C 674,431 A (1) 674,431 I See Footnote(2)
Common Stock 10/23/2018 C 364,643 A (1) 1,039,074 I See Footnote(3)
Common Stock 10/23/2018 C 328,339 A (1) 1,367,413 I See Footnote(4)
Common Stock 10/23/2018 P 207,151 A $10 1,574,564 I See Footnote(2)
Common Stock 10/23/2018 P 112,000 A $10 1,686,564 I See Footnote(3)
Common Stock 10/23/2018 P 100,849 A $10 1,787,413 I See Footnote(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Convertible Preferred Stock (1) 10/23/2018 C 1,288,116 (1) (1) Common Stock 674,431 $0.00 692,982 I See Footnote(2)
Series B Convertible Preferred Stock (1) 10/23/2018 C 696,444 (1) (1) Common Stock 364,643 $0.00 328,339 I See Footnote(3)
Series B Convertible Preferred Stock (1) 10/23/2018 C 627,105 (1) (1) Common Stock 328,339 $0.00 0 I See Footnote(4)
Explanation of Responses:
1. Upon closing of the Issuer's initial public offering, each share of Series B Convertible Preferred Stock automatically converted into 0.5235794 shares of Common Stock without payment or further consideration. There was no expiration date for the Series B Convertible Preferred Stock.
2. Represents shares of the Issuer held by Pontifax (Israel) IV, L.P. ("Israel IV"). Pontifax IV GP L.P. ("Pontifax IV") is the general partner of Israel IV. Pontifax Management 4 G.P. (2015) Ltd. ("Management 4") is the general partner of Pontifax IV. The Reporting Person is a Managing Partner of Management 4. By virtue of this relationship, the Reporting Person may be deemed to share voting and dispositive power with respect to the shares held by Israel IV. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise of such portion of these securities in which he has no pecuniary interest.
3. Represents shares of the Issuer held by Pontifax (China) IV, L.P. ("China IV"). Pontifax IV is the general partner of China IV. Management 4 is the general partner of Pontifax IV. By virtue of this relationship, the Reporting Person may be deemed to share voting and dispositive power with respect to the shares held by China IV. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Exchange Act or otherwise of such portion of these securities in which he has no pecuniary interest.
4. Represents shares of the Issuer held by Pontifax (Cayman) IV, L.P. ("Cayman IV"). Pontifax IV is the general partner of Cayman IV. Management 4 is the general partner of Pontifax IV. By virtue of this relationship, the Reporting Person may be deemed to share voting and dispositive power with respect to the shares held by Cayman IV. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Exchange Act or otherwise of such portion of these securities in which he has no pecuniary interest.
Remarks:
/s/ Matthias Jaffe, as Attorney-in-Fact 10/25/2018
** 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.
1
doc4.xml FORM 4 SUBMISSION
Schema Version:
X0306
Document Type:
4
Period Of Report:
2018-10-23
Not Subject To Section16:
0

Issuer

Issuer Cik
0001664106
Issuer Name
LogicBio Therapeutics, Inc.
Issuer Trading Symbol
LOGC

Reporting Owner

Reporting Owner Id

Rpt Owner Cik
0001568077
Rpt Owner Name
Kariv Tomer

Reporting Owner Address

Rpt Owner Street1
C/O LOGICBIO THERAPEUTICS, INC.
Rpt Owner Street2
610 MAIN ST., 3RD FLOOR
Rpt Owner City
CAMBRIDGE
Rpt Owner State
MA
Rpt Owner Zip Code
02139

Reporting Owner Relationship

Is Director
1
Is Officer
0
Is Ten Percent Owner
0
Is Other
0

Non Derivative Transaction

Security Title
Common Stock
Transaction Date
2018-10-23

Transaction Coding

Transaction Form Type
4
Transaction Code
C
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
674431
@attributes Id
F1
Transaction Acquired Disposed Code
A
Shares Owned Following Transaction
674431

Ownership Nature

Direct Or Indirect Ownership
I

Nature Of Ownership

Value
See Footnote
@attributes Id
F2
Security Title
Common Stock
Transaction Date
2018-10-23

Transaction Coding

Transaction Form Type
4
Transaction Code
C
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
364643
@attributes Id
F1
Transaction Acquired Disposed Code
A
Shares Owned Following Transaction
1039074

Ownership Nature

Direct Or Indirect Ownership
I

Nature Of Ownership

Value
See Footnote
@attributes Id
F3
Security Title
Common Stock
Transaction Date
2018-10-23

Transaction Coding

Transaction Form Type
4
Transaction Code
C
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
328339
@attributes Id
F1
Transaction Acquired Disposed Code
A
Shares Owned Following Transaction
1367413

Ownership Nature

Direct Or Indirect Ownership
I

Nature Of Ownership

Value
See Footnote
@attributes Id
F4
Security Title
Common Stock
Transaction Date
2018-10-23

Transaction Coding

Transaction Form Type
4
Transaction Code
P
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
207151
Transaction Price Per Share
10.00
Transaction Acquired Disposed Code
A
Shares Owned Following Transaction
1574564

Ownership Nature

Direct Or Indirect Ownership
I

Nature Of Ownership

Value
See Footnote
@attributes Id
F2
Security Title
Common Stock
Transaction Date
2018-10-23

Transaction Coding

Transaction Form Type
4
Transaction Code
P
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
112000
Transaction Price Per Share
10.00
Transaction Acquired Disposed Code
A
Shares Owned Following Transaction
1686564

Ownership Nature

Direct Or Indirect Ownership
I

Nature Of Ownership

Value
See Footnote
@attributes Id
F3
Security Title
Common Stock
Transaction Date
2018-10-23

Transaction Coding

Transaction Form Type
4
Transaction Code
P
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
100849
Transaction Price Per Share
10.00
Transaction Acquired Disposed Code
A
Shares Owned Following Transaction
1787413

Ownership Nature

Direct Or Indirect Ownership
I

Nature Of Ownership

Value
See Footnote
@attributes Id
F4

Derivative Transaction

Security Title
Series B Convertible Preferred Stock
@attributes Id
F1
Transaction Date
2018-10-23

Transaction Coding

Transaction Form Type
4
Transaction Code
C
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
1288116
Transaction Price Per Share
0.00
Transaction Acquired Disposed Code
D
@attributes Id
F1
@attributes Id
F1

Underlying Security

Underlying Security Title
Common Stock
Underlying Security Shares
674431
Shares Owned Following Transaction
692982

Ownership Nature

Direct Or Indirect Ownership
I

Nature Of Ownership

Value
See Footnote
@attributes Id
F2
Security Title
Series B Convertible Preferred Stock
@attributes Id
F1
Transaction Date
2018-10-23

Transaction Coding

Transaction Form Type
4
Transaction Code
C
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
696444
Transaction Price Per Share
0.00
Transaction Acquired Disposed Code
D
@attributes Id
F1
@attributes Id
F1

Underlying Security

Underlying Security Title
Common Stock
Underlying Security Shares
364643
Shares Owned Following Transaction
328339

Ownership Nature

Direct Or Indirect Ownership
I

Nature Of Ownership

Value
See Footnote
@attributes Id
F3
Security Title
Series B Convertible Preferred Stock
@attributes Id
F1
Transaction Date
2018-10-23

Transaction Coding

Transaction Form Type
4
Transaction Code
C
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
627105
Transaction Price Per Share
0.00
Transaction Acquired Disposed Code
D
@attributes Id
F1
@attributes Id
F1

Underlying Security

Underlying Security Title
Common Stock
Underlying Security Shares
328339
Shares Owned Following Transaction
0

Ownership Nature

Direct Or Indirect Ownership
I

Nature Of Ownership

Value
See Footnote
@attributes Id
F4

Footnote

0
Upon closing of the Issuer's initial public offering, each share of Series B Convertible Preferred Stock automatically converted into 0.5235794 shares of Common Stock without payment or further consideration. There was no expiration date for the Series B Convertible Preferred Stock.
1
Represents shares of the Issuer held by Pontifax (Israel) IV, L.P. ("Israel IV"). Pontifax IV GP L.P. ("Pontifax IV") is the general partner of Israel IV. Pontifax Management 4 G.P. (2015) Ltd. ("Management 4") is the general partner of Pontifax IV. The Reporting Person is a Managing Partner of Management 4. By virtue of this relationship, the Reporting Person may be deemed to share voting and dispositive power with respect to the shares held by Israel IV. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise of such portion of these securities in which he has no pecuniary interest.
2
Represents shares of the Issuer held by Pontifax (China) IV, L.P. ("China IV"). Pontifax IV is the general partner of China IV. Management 4 is the general partner of Pontifax IV. By virtue of this relationship, the Reporting Person may be deemed to share voting and dispositive power with respect to the shares held by China IV. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Exchange Act or otherwise of such portion of these securities in which he has no pecuniary interest.
3
Represents shares of the Issuer held by Pontifax (Cayman) IV, L.P. ("Cayman IV"). Pontifax IV is the general partner of Cayman IV. Management 4 is the general partner of Pontifax IV. By virtue of this relationship, the Reporting Person may be deemed to share voting and dispositive power with respect to the shares held by Cayman IV. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Exchange Act or otherwise of such portion of these securities in which he has no pecuniary interest.

Owner Signature

Signature Name
/s/ Matthias Jaffe, as Attorney-in-Fact
Signature Date
2018-10-25
Additional Files
FileSequenceDescriptionTypeSize
0000899243-18-027480.txt   Complete submission text file   22433
$LOGC

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