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^*

Evans John M.

(Last)

(First)

(Middle)

C/O BEAM THERAPEUTICS INC.

26 LANDSDOWNE STREET

(Street)

CAMBRIDGE

02139

(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)

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

5. 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 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)
Common Stock	878,257⁽¹⁾	D
Common Stock	223,000	I	By John M. Evans, III 2018 Irrevocable Trust

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)
Stock Option (Right to Buy)⁽¹⁾	⁽²⁾	07/13/2028	Common Stock	517,345	1.03	D
Stock Option (Right to Buy)	⁽³⁾	05/17/2029	Common Stock	223,000	7.22	D

Explanation of Responses:

1. Includes 855,957 restricted stock units granted to the Reporting Person under the Issuer's 2017 Stock Option and Grant Plan. Each restricted stock unit represents the contingent right to receive one share of Common Stock. The restricted stock units vest over a period of 48 months, provided that the Reporting Person remains in continuous service with the Issuer through each vesting date.

2. The option vested as to 25% of the first anniversary of the of the vesting commencement date, January 8, 2018, and at a rate of 2.78% each month thereafter until the option is fully vested.

3. The option vests as to 25% of the first anniversary of the of the vesting commencement date, October 1, 2019, and at a rate of 2.78% each month thereafter until the option is fully vested.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	By: /s/ Christine Bellon, 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.

                               LIMITED POWER OF ATTORNEY

        The undersigned hereby constitutes and appoints John Evans and Christine
Bellon, and each of them individually, with full power of substitution, as the
undersigned's true and lawful attorney-in-fact to:

        (1)   prepare, execute in the undersigned's name and on the
              undersigned's behalf, and submit to the U.S. Securities and
              Exchange Commission (the "SEC") a Form ID, including amendments
              thereto, and any other documents necessary or appropriate to
              obtain codes and passwords enabling the undersigned to make
              electronic filings with the SEC of reports required by Section
              16(a) of the Securities Exchange Act of 1934, as amended, or any
              rule or regulation of the SEC;

        (2)   execute for and on behalf of the undersigned, in the undersigned's
              capacity as officer and/or director of Beam Therapeutics Inc. (the
              "Company"), Forms 3, 4, 5 and any Schedules 13D or 13G in
              accordance with Section 16(a) of the Securities Exchange Act of
              1934, as amended, and the rules thereunder;

        (3)   do and perform any and all acts for and on behalf of the
              undersigned that may be necessary or desirable to complete and
              execute any such Form 3, 4, or 5 or Schedule 13D or 13G, complete
              and execute any amendment or amendments thereto, and timely file
              such form with the SEC and any stock exchange or similar
              authority; and

        (4)   take any other action of any type whatsoever in connection with
              the foregoing that, in the opinion of each such attorney-in-fact,
              may be of benefit to, in the best interest of, or legally required
              by, the undersigned, it being understood that the documents
              executed by each such attorney-in-fact on behalf of the
              undersigned pursuant to this Power of Attorney shall be in such
              form and shall contain such terms and conditions as each such
              attorney-in-fact may approve in each such attorney-in-fact's
              discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that each such
attorney-in-fact, or each such attorney-in-fact's substitute or substitutes,
shall lawfully do or cause to be done by virtue of this power of attorney and
the rights and powers herein granted.  The undersigned acknowledges that each
foregoing attorney-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934, as amended.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, 5, and any Schedules 13D
or 13G with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to each foregoing attorney-in-fact.

                      [Remainder of page intentionally left blank]



        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 5th day of August, 2019.


                                        /s/ John Evans
                                        ----------------------------------------
                                        Name: John Evans