FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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). | |||||||||||||||||
Form 3 Holdings Reported. | |||||||||||||||||
Form 4 Transactions Reported. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Biomea Fusion, Inc. [ BMEA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2022 | ||||||||||||||||||||||||||
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 at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
Amount | (A) or (D) | Price | |||||||||||||
Common Stock | 07/01/2022 | G | 100,000 | D | $0.00 | 849,127(1) | D(2) | ||||||||
Common Stock | 08/16/2022 | G | 17,100 | D | $0.00 | 832,027 | D(2) | ||||||||
Common Stock | 08/19/2022 | G | 16,000 | D | $0.00 | 816,027 | D(2) | ||||||||
Common Stock | 12/28/2022 | G | 4,000 | D | $0.00 | 812,027 | D(2) | ||||||||
Common Stock | 12/28/2022 | G | 4,000 | A | $0.00 | 6,400 | I | By daughter | |||||||
Common Stock | 12/28/2022 | G | 4,000 | D | $0.00 | 808,027 | D(2) | ||||||||
Common Stock | 12/28/2022 | G | 4,000 | A | $0.00 | 7,000 | I | By daughter | |||||||
Common Stock | 12/28/2022 | G | 4,000 | D | $0.00 | 804,027 | D(2) | ||||||||
Common Stock | 12/28/2022 | G | 4,000 | A | $0.00 | 7,000 | I | By son | |||||||
Common Stock | 12/28/2022 | G | 70,000 | D | $0.00 | 734,027 | D(2) | ||||||||
Common Stock | 174,614(3) | I | See Footnote(4) | ||||||||||||
Common Stock | 1,134,989(5) | I | See Footnote(6) | ||||||||||||
Common Stock | 228,470 | I | See Footnote(7) | ||||||||||||
Common Stock | 252,320 | I | See Footnote(8) |
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) | |||
(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. Includes 873,068 shares received prior to the gift in a distribution-in-kind, without consideration, from Biomea Health, LLC made in accordance with the exemptions afforded by Rule 16a-13 and Rule 16a-9 of the Securities Exchange Act of 1934, as amended. |
2. Includes 76,059 shares held directly by the Reporting Person and the remaining shares are held directly by the Reporting Person through a family trust of which the Reporting Person is the trustee. The Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that the Reporting Person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. |
3. Includes 174,614 shares received in a prior distribution-in-kind, without consideration, from Biomea Health, LLC made in accordance with the exemptions afforded by Rule 16a-13 and Rule 16a-9 of the Exchange Act. |
4. The shares are held by a trust having an independent trustee ("Trust 1"). The Reporting Person disclaims Section 16 beneficial ownership of the securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed to be an admission that he has beneficial ownership of such shares for Section 16 or any other purpose. |
5. Includes 1,134,989 shares received in a prior distribution-in-kind, without consideration, from Biomea Health, LLC made in accordance with the exemptions afforded by Rule 16a-13 and Rule 16a-9 of the Exchange Act. |
6. The shares are held by a trust having an independent trustee ("Trust 2"). The Reporting Person disclaims Section 16 beneficial ownership of the securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed to be an admission that he has beneficial ownership of such shares for Section 16 or any other purpose. |
7. The shares are held directly by Point Sur Investors Fund I, LP ("Point Sur LP"). The General Partner of Point Sur LP is Point Sur Investors LLC. Rainer M Erdtmann and Thomas Butler are the managing members of Point Sur Investors, LLC and as such have voting and dispositive power over the securities held by Point Sur LP. The Reporting Person disclaims Section 16 beneficial ownership of the securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed to be an admission that he has beneficial ownership of such shares for Section 16 or any other purpose. |
8. The shares are held directly by Point Sur Investors, LLC. Rainer M Erdtmann and Thomas Butler are the managing members of Point Sur Investors, LLC and as such have voting and dispositive power over the securities held by Point Sur Investors, LLC. The Reporting Person disclaims Section 16 beneficial ownership of the securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed to be an admission that he has beneficial ownership of such shares for Section 16 or any other purpose. |
Remarks: |
/s/ Franco Valle as Attorney-in-fact for Rainer M. Erdtmann | 02/10/2023 | |
** 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. |