SEC Filing | Beam Therapeutics

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SEC FORM 3 SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

ARCH Venture Partners IX, LLC

(Last)

(First)

(Middle)

8755 W. HIGGINS ROAD

SUITE 1025

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/05/2020

3. Issuer Name and Ticker or Trading Symbol
Beam Therapeutics Inc. [ BEAM ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A-1 Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	1,338,000	⁽²⁾	I	See footnote⁽¹⁾
Series A-1 Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	1,338,000	⁽²⁾	I	See footnote⁽³⁾
Series A-2 Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	2,750,336	⁽²⁾	I	See footnote⁽¹⁾
Series A-2 Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	2,750,335	⁽²⁾	I	See footnote⁽³⁾
Series B Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	33,184	⁽²⁾	I	See footnote⁽¹⁾
Series B Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	33,184	⁽²⁾	I	See footnote⁽³⁾

1. Name and Address of Reporting Person^*

ARCH Venture Partners IX, LLC

(Last)

(First)

(Middle)

8755 W. HIGGINS ROAD

SUITE 1025

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ARCH Venture Partners IX, L.P.

(Last)

(First)

(Middle)

8755 W. HIGGINS ROAD

SUITE 1025

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ARCH Venture Partners IX Overage, L.P.

(Last)

(First)

(Middle)

8755 W. HIGGINS ROAD

SUITE 1025

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ARCH Venture Fund IX, L.P.

(Last)

(First)

(Middle)

8755 W. HIGGINS ROAD

SUITE 1025

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ARCH Venture Fund IX Overage, L.P.

(Last)

(First)

(Middle)

8755 W. HIGGINS ROAD

SUITE 1025

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CRANDELL KEITH

(Last)

(First)

(Middle)

C/O ARCH VENTURE PARTNERS IX, LLC

8755 W. HIGGINS ROAD SUITE 1025

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BYBEE CLINTON

(Last)

(First)

(Middle)

C/O ARCH VENTURE PARTNERS IX, LLC

8755 W. HIGGINS ROAD SUITE 1025

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

Explanation of Responses:

1. These shares are directly held by ARCH Venture Fund IX, L.P. ("ARCH IX"). ARCH Venture Partners IX, L.P. ("GPLP"), as the sole general partner of ARCH IX, may be deemed to beneficially own the shares held by ARCH IX. ARCH Venture Partners IX, LLC ("GPLLC"), as the sole general partner of GPLP, may be deemed to beneficially own the shares held by ARCH IX. As managing directors of GPLLC, each of Keith Crandell and Clinton Bybee (the "ARCH Managing Directors"), may be deemed to beneficially own the shares held by ARCH IX. Each of GPLP, GPLLC and the ARCH Managing Directors disclaims beneficial ownership of the securities reported herein, except to the extent of their pecuniary interest therein, if any.

2. Each share of Series A-1 Convertible Preferred Stock, Series A-2 Convertible Preferred Stock and Series B Convertible Preferred Stock (collectively, the "Preferred Stock") is convertible into shares of common stock at any time at the holder's election and automatically upon the consummation of a qualified public offering of the registrant, for no additional consideration. There is no expiration date for the Preferred Stock.

3. These shares are directly held by ARCH Venture Fund IX Overage, L.P. ("ARCH Overage"). ARCH Venture Partners IX Overage, L.P. ("Overage GPLP"), as the sole general partner of ARCH Overage, may be deemed to beneficially own the shares held by ARCH Overage. GPLLC, as the sole general partner of Overage GPLP, may be deemed to beneficially own the shares held by ARCH Overage. As managing directors of GPLLC, each of the ARCH Managing Directors may be deemed to beneficially own the shares held by ARCH Overage. Each of Overage GPLP, GPLLC and the ARCH Managing Directors disclaims beneficial ownership of the securities reported herein, except to the extent of their pecuniary interest therein, if any.

Remarks:

	By: ARCH Venture Partners IX, LLC, By: /s/ Mark McDonnell, as Attorney-in-Fact for Robert Nelsen, Managing Director	02/05/2020
	By: ARCH Venture Partners IX, L.P., By: ARCH Venture Partners IX, LLC, its General Partner, By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director	02/05/2020
	By: ARCH Venture Partners IX Overage, L.P., By: ARCH Venture Partners IX, LLC, its General Partner, By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director	02/05/2020
	By: ARCH Venture Fund IX, L.P., By: ARCH Venture Partners IX, L.P., its General Partner, By: ARCH Venture Partners IX, LLC, its General Partner, By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director	02/05/2020
	By: ARCH Venture Fund IX Overage, L.P., By: ARCH Venture Partners IX Overage, L.P., its General Partner, By: ARCH Venture Partners IX, LLC, its General Partner, By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director	02/05/2020
	By: Keith Crandell, Managing Director, By: /s/ Mark McDonnell, as Attorney-in-Fact	02/05/2020
	By: Clinton Bybee, Managing Director, By: /s/ Mark McDonnell, as Attorney-in-Fact	02/05/2020
	** 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 5 (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.

                               POWERS OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Mark McDonnell his or its true and lawful
attorney-in-fact, with full power of substitution, to sign any and all
instruments, certificates and documents that may be necessary, desirable or
appropriate to be executed on behalf of himself as an individual or in his
capacity as a direct or indirect general partner, member, director, officer or
manager of any partnership, corporation or limited liability company, pursuant
to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and any and all regulations promulgated thereunder, and to file
the same, with all exhibits thereto, and any other documents in connection
therewith, with the Securities and Exchange Commission, and with any other
entity when and if such is mandated by the Exchange Act or by the Financial
Industry Regulatory Authority, granting unto said attorney-in-fact full power
and authority to do and perform each and every act and thing necessary,
desirable or appropriate, fully to all intents and purposes as he might or could
do in person, thereby ratifying and confirming all that said attorney-in-fact,
or his substitutes, may lawfully do or cause to be done by virtue hereof.  This
Power of Attorney shall remain in full force and effect with respect to each
undersigned person unless and until six months after such person is both no
longer a Managing Director of ARCH Venture Partners and no longer serving on the
board of directors of any portfolio company of any ARCH Venture Partners fund.

        IN WITNESS WHEREOF, this Power of Attorney has been signed as of the
29th day of January, 2019.

                                   ARCH VENTURE FUND IX, L.P.

                                   By:    ARCH Venture Partners IX, L.P.
                                                its General Partner

                                   By:    ARCH Venture Partners IX, LLC
                                                its General Partner

                                                By: /s/Keith Crandell
                                                    ----------------------------
                                                    Managing Director

                                   ARCH VENTURE PARTNERS IX, L.P.

                                   By:    ARCH Venture Partners IX, LLC
                                                its General Partner

                                                By: /s/Keith Crandell
                                                    ---------------------------
                                                    Managing Director

                                   ARCH VENTURE FUND IX OVERAGE, L.P.

                                   By:    ARCH Venture Partners IX Overage, L.P.
                                                its General Partner

                                   By:    ARCH Venture Partners IX, LLC
                                                its General Partner

                                                By: /s/Keith Crandell
                                                    ----------------------------
                                                    Managing Director

                                   ARCH VENTURE PARTNERS IX OVERAGE, L.P.

                                   By:    ARCH Venture Partners IX, LLC
                                                its General Partner

                                                By: /s/Keith Crandell
                                                    ----------------------------
                                                    Managing Director


                                   ARCH VENTURE PARTNERS IX, LLC

                                   By:     /s/Robert Nelsen
                                       ------------------------
                                       Managing Director


                                   /s/Keith Crandell
                                   -----------------
                                   Keith Crandell


                                   /s/Kristina Burow
                                   -----------------
                                   Kristina Burow


                                   /s/Clint Bybee
                                   --------------
                                   Clint Bybee


                                   /s/Robert Nelsen
                                   ----------------
                                   Robert Nelsen