Form 4 for MGX Metagenomi Therapeutics, Inc.

Accepted 2024-02-14 00:00:00 ET · period of report 2024-02-13 · accession 0000950170-24-015269 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X	Filed	Traded	Ticker	Insider	Title	Type	Price	Qty	Owned	ΔOwn	Value
D	2024-02-14	2024-02-13	MGX	Bernales Sebastian	Dir	C - Cnv Deriv	—	+513.0K	769.8K	+200%	—
DI	2024-02-14	2024-02-13	MGX	Bernales Sebastian	Dir	C - Cnv Deriv	—	+1.90M	1.90M	New	—
DM	2024-02-14	2024-02-13	MGX	Bernales Sebastian	Dir	C - Cnv Deriv	$0.00	-896.2K	0	-100%	$0
DMI	2024-02-14	2024-02-13	MGX	Bernales Sebastian	Dir	C - Cnv Deriv	$0.00	-3.31M	0	-100%	$0

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#	Table	Security	Date	Code	A/D	Shares	Price	Owned after	Own	Exercise / expiry	Underlying	Footnotes
1	Common	Common Stockc	2024-02-13	C	A	513,004	—	769,845	D By Humboldt Fund I, LP	—	—	(F1) Upon closing of the Issuer's initial public offering, each share of Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock, Series B Preferred Stock, and Series B-1 Preferred Stock (collectively, the "Preferred Stock") automatically converted on a one-for-one basis into shares of the Issuer's Common Stock (on an adjusted basis, after giving effect to the reverse stock split of the Common Stock at a ratio of 1 to 1.74692 effected by the Issuer on January 26, 2024). The Preferred Stock had no expiration date. (F2) Represents securities held directly by Humboldt Fund I, LP. Humboldt Fund I, LP is solely managed by Humboldt Capital, LLC, which is in turn managed by Sebastian Bernales, Francisco Dopazo and Benjamin Quiroga. Each of Mr. Bernales, Dopazo and Quiroga expressly disclaims beneficial ownership of the securities held by Humboldt Fund I, LP, except to the extent of his pecuniary interest in such securities.
2	Common	Common Stock	2024-02-13	C	A	1,896,445	—	1,896,445	I	—	—	(F1) Upon closing of the Issuer's initial public offering, each share of Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock, Series B Preferred Stock, and Series B-1 Preferred Stock (collectively, the "Preferred Stock") automatically converted on a one-for-one basis into shares of the Issuer's Common Stock (on an adjusted basis, after giving effect to the reverse stock split of the Common Stock at a ratio of 1 to 1.74692 effected by the Issuer on January 26, 2024). The Preferred Stock had no expiration date.
3	Derivative	Series A-3 Preferred Stock	2024-02-13	C	D	119,699	$0.00	0	D By Humboldt Fund I, LP	— · — to —	68,520 Common Stock	(F2) Represents securities held directly by Humboldt Fund I, LP. Humboldt Fund I, LP is solely managed by Humboldt Capital, LLC, which is in turn managed by Sebastian Bernales, Francisco Dopazo and Benjamin Quiroga. Each of Mr. Bernales, Dopazo and Quiroga expressly disclaims beneficial ownership of the securities held by Humboldt Fund I, LP, except to the extent of his pecuniary interest in such securities. (F1) Upon closing of the Issuer's initial public offering, each share of Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock, Series B Preferred Stock, and Series B-1 Preferred Stock (collectively, the "Preferred Stock") automatically converted on a one-for-one basis into shares of the Issuer's Common Stock (on an adjusted basis, after giving effect to the reverse stock split of the Common Stock at a ratio of 1 to 1.74692 effected by the Issuer on January 26, 2024). The Preferred Stock had no expiration date.
4	Derivative	Series A-4 Preferred Stock	2024-02-13	C	D	423,469	$0.00	0	D By Humboldt Fund I, LP	— · — to —	242,410 Common Stock	(F2) Represents securities held directly by Humboldt Fund I, LP. Humboldt Fund I, LP is solely managed by Humboldt Capital, LLC, which is in turn managed by Sebastian Bernales, Francisco Dopazo and Benjamin Quiroga. Each of Mr. Bernales, Dopazo and Quiroga expressly disclaims beneficial ownership of the securities held by Humboldt Fund I, LP, except to the extent of his pecuniary interest in such securities. (F1) Upon closing of the Issuer's initial public offering, each share of Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock, Series B Preferred Stock, and Series B-1 Preferred Stock (collectively, the "Preferred Stock") automatically converted on a one-for-one basis into shares of the Issuer's Common Stock (on an adjusted basis, after giving effect to the reverse stock split of the Common Stock at a ratio of 1 to 1.74692 effected by the Issuer on January 26, 2024). The Preferred Stock had no expiration date.
5	Derivative	Series A-4 Preferred Stock	2024-02-13	C	D	2,062,387	$0.00	0	I	— · — to —	1,180,592 Common Stock	(F1) Upon closing of the Issuer's initial public offering, each share of Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock, Series B Preferred Stock, and Series B-1 Preferred Stock (collectively, the "Preferred Stock") automatically converted on a one-for-one basis into shares of the Issuer's Common Stock (on an adjusted basis, after giving effect to the reverse stock split of the Common Stock at a ratio of 1 to 1.74692 effected by the Issuer on January 26, 2024). The Preferred Stock had no expiration date.
6	Derivative	Series B Preferred Stock	2024-02-13	C	D	1,143,905	$0.00	0	I	— · — to —	654,816 Common Stock	(F1) Upon closing of the Issuer's initial public offering, each share of Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock, Series B Preferred Stock, and Series B-1 Preferred Stock (collectively, the "Preferred Stock") automatically converted on a one-for-one basis into shares of the Issuer's Common Stock (on an adjusted basis, after giving effect to the reverse stock split of the Common Stock at a ratio of 1 to 1.74692 effected by the Issuer on January 26, 2024). The Preferred Stock had no expiration date.
7	Derivative	Series B-1 Preferred Stock	2024-02-13	C	D	106,627	$0.00	0	I	— · — to —	61,037 Common Stock	(F1) Upon closing of the Issuer's initial public offering, each share of Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock, Series B Preferred Stock, and Series B-1 Preferred Stock (collectively, the "Preferred Stock") automatically converted on a one-for-one basis into shares of the Issuer's Common Stock (on an adjusted basis, after giving effect to the reverse stock split of the Common Stock at a ratio of 1 to 1.74692 effected by the Issuer on January 26, 2024). The Preferred Stock had no expiration date.
8	Derivative	Series A-2 Preferred Stock	2024-02-13	C	D	353,005	$0.00	0	D By Humboldt Fund I, LP	— · — to —	202,074 Common Stock	(F2) Represents securities held directly by Humboldt Fund I, LP. Humboldt Fund I, LP is solely managed by Humboldt Capital, LLC, which is in turn managed by Sebastian Bernales, Francisco Dopazo and Benjamin Quiroga. Each of Mr. Bernales, Dopazo and Quiroga expressly disclaims beneficial ownership of the securities held by Humboldt Fund I, LP, except to the extent of his pecuniary interest in such securities. (F1) Upon closing of the Issuer's initial public offering, each share of Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock, Series B Preferred Stock, and Series B-1 Preferred Stock (collectively, the "Preferred Stock") automatically converted on a one-for-one basis into shares of the Issuer's Common Stock (on an adjusted basis, after giving effect to the reverse stock split of the Common Stock at a ratio of 1 to 1.74692 effected by the Issuer on January 26, 2024). The Preferred Stock had no expiration date.