SEC Filing | Metagenomi, Inc

View:

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^*

BAYER HEALTHCARE LLC

(Last)

(First)

(Middle)

100 BAYER BOULEVARD

(Street)

WHIPPANY

07981

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Metagenomi, Inc. [ MGX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2024

4. 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

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/13/2024		C		1,770,888	A	⁽¹⁾	1,770,888	D⁽²⁾
Common Stock	02/13/2024		C		1,180,592	A	⁽³⁾	2,951,480	D⁽²⁾
Common Stock	02/13/2024		C		589,662	A	⁽⁴⁾	3,541,142	D⁽²⁾
Common Stock	02/13/2024		C		509,855	A	⁽⁵⁾	4,050,997	D⁽²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A-1 Convertible Preferred Stock	⁽¹⁾	02/13/2024		C			3,093,580	⁽¹⁾	⁽¹⁾	Common Stock	1,770,888	$0	0	D⁽²⁾
Series A-4 Convertible Preferred Stock	⁽³⁾	02/13/2024		C			2,062,387	⁽³⁾	⁽³⁾	Common Stock	1,180,592	$0	0	D⁽²⁾
Series B Convertible Preferred Stock	⁽⁴⁾	02/13/2024		C			1,030,086	⁽⁴⁾	⁽⁴⁾	Common Stock	589,662	$0	0	D⁽²⁾
Series B-1 Convertible Preferred Stock	⁽⁵⁾	02/13/2024		C			890,671	⁽⁵⁾	⁽⁵⁾	Common Stock	509,855	$0	0	D⁽²⁾

1. Name and Address of Reporting Person^*

BAYER HEALTHCARE LLC

(Last)

(First)

(Middle)

100 BAYER BOULEVARD

(Street)

WHIPPANY

07981

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Bayer US Holding LP

(Last)

(First)

(Middle)

100 BAYER BOULEVARD

(Street)

WHIPPANY

07981

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Bayer World Investments B.V.

(Last)

(First)

(Middle)

SIRIUSDREEF 36

(Street)

HOOFDDORP

2132WT

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BAYER AKTIENGESELLSCHAFT

(Last)

(First)

(Middle)

BAYERWERK, GEBAEUDE W11

KAISER-WILHELM-ALLEE 1

(Street)

LEVERKUSEN

51373

(City)

(State)

(Zip)

Explanation of Responses:

1. Each share of Series A-1 Convertible Preferred Stock automatically converted into shares of the Issuer's common stock upon the closing of the Issuer's Initial Public Offering ("IPO").

2. The securities reported are held directly by Bayer HealthCare LLC, a Delaware limited liability company, which is controlled by Bayer US Holding LP ("BUSH LP"), a Delaware limited partnership. Bayer World Investments B.V. ("BWI"), a Dutch private limited company, is the general partner of BUSH LP. BWI is an indirect, wholly owned subsidiary of Bayer Aktiengesellschaft, a publicly-held German stock corporation. Accordingly, Bayer Aktiengesellschaft may be deemed to be an indirect beneficial owner of the shares beneficially owned directly by Bayer HealthCare LLC.

3. Each share of Series A-4 Convertible Preferred Stock automatically converted into shares of the Issuer's common stock upon the closing of the Issuer's IPO.

4. Each share of Series B Convertible Preferred Stock automatically converted into shares of the Issuer's common stock upon the closing of the Issuer's IPO.

5. Each share of Series B-1 Convertible Preferred Stock automatically converted into shares of the Issuer's common stock upon the closing of the Issuer's IPO.

	Bayer HealthCare LLC, By:/s/ Priyal Patel, Name: Priyal Patel, Title: Treasurer	02/15/2024
	Bayer US Holding LP, By: /s/ Priyal Patel, Name: Priyal Patel, Title: Treasurer	02/15/2024
	Bayer World Investments B.V., By: /s/ Kati Schnuerer, Name: Kati Schnuerer, Title: Managing Director	02/15/2024
	Bayer Aktiengesellschaft, By: /s/ Thomas Hoffmann, Name: Thomas Hoffmann, Title: Head of Treasury	02/15/2024
	** 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.