SEC Filing - Cartesian Therapeutics, Inc

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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^*

Flagship Ventures Fund 2007, L.P.

(Last)

(First)

(Middle)

ONE MEMORIAL DRIVE, 7TH FLOOR

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/21/2016

3. Issuer Name and Ticker or Trading Symbol
SELECTA BIOSCIENCES INC [ SELB ]

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

X	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)
Common Stock	31,115	I	See Footnote⁽¹⁾

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 Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	318,752	⁽²⁾	I	See Footnote⁽¹⁾
Series B Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	631,458	⁽²⁾	I	See Footnote⁽¹⁾
Series C Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	235,042	⁽²⁾	I	See Footnote⁽¹⁾
Series D Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	241,718	⁽²⁾	I	See Footnote⁽¹⁾
Series E Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	125,008	⁽²⁾	I	See Footnote⁽¹⁾
Common Warrants	07/24/2015	07/24/2018	Common Stock	20,262	17.55	I	See Footnote⁽¹⁾

1. Name and Address of Reporting Person^*

Flagship Ventures Fund 2007, L.P.

(Last)

(First)

(Middle)

ONE MEMORIAL DRIVE, 7TH FLOOR

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Flagship Ventures 2007 General Partner LLC

(Last)

(First)

(Middle)

ONE MEMORIAL DRIVE, 7TH FLOOR

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

AFEYAN NOUBAR

(Last)

(First)

(Middle)

ONE MEMORIAL DRIVE, 7TH FLOOR

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

KANIA EDWIN M JR

(Last)

(First)

(Middle)

ONE MEMORIAL DRIVE, 7TH FLOOR

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

Explanation of Responses:

1. Held by Flagship Ventures Fund 2007, L.P. ("Flagship 2007"). Flagship Ventures 2007 General Partner LLC ("Flagship 2007 LLC") is the general partner of Flagship 2007. Noubar B. Afeyan, Ph.D. and Edwin M. Kania, Jr. are the managers of Flagship 2007 LLC. Flagship 2007 LLC and each of these individuals may be deemed to share voting and investment power with respect to all shares held by Flagship 2007. Each of the filing persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

2. The preferred stock is convertible at any time, at the holder's election and has no expiration date. The preferred stock will automatically convert into common stock upon the closing of the Issuer's initial public offering.

Remarks:

Exhibit 24 - Power of Attorney Flagship Ventures Fund 2007, L.P., Flagship Ventures 2007 General Partner LLC and Noubar B. Afeyan are directors by deputization based on Edwin M. Kania, Jr.'s position on the Issuer's Board of Directors.

	FLAGSHIP VENTURES FUND 2007, L.P. By: Flagship Ventures 2007 General Partner LLC By: /s/ Noubar B. Afeyan, Ph.D., Manager	06/21/2016
	FLAGSHIP VENTURES 2007 GENERAL PARTNER LLC By: /s/ Noubar B. Afeyan, Ph.D., Manager	06/21/2016
	s/ Noubar B. Afeyan, Ph.D.	06/21/2016
	/s/ Edwin M. Kania Jr.	06/21/2016
	** 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).
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Ex. 24

POWER OF ATTORNEY

With respect to holdings of and transactions in securities issued by Selecta Biosciences, Inc. (the “Company”), the undersigned hereby constitutes and appoints the individuals named on Schedule A attached hereto and as may be amended from time to time, or any of them signing singly, with full power of substitution and resubstitution, to act 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 United States Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain and/or regenerate 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, Forms 3, 4, and 5 in accordance with Section 16 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 which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, 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 which, in the opinion of 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 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 such attorney-in-fact may approve in 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 and resubstitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorneys-in-fact 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 the foregoing attorneys-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, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by Selecta Biosciences, Inc., unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact..

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 5th day of June, 2016.

	/s/ Edwin M. Kania, Jr.
	Signature

	Edwin M. Kania, Jr.
	Printed Name

Schedule A

Individuals Appointed as Attorney-in-Fact with Full Power of Substitution and Resubstitution

David Abraham
David Siewers