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^*

Polaris Venture Management Co. V, L.L.C.

(Last)

(First)

(Middle)

ONE MARINA PARK DRIVE, 10TH FLOOR

(Street)

BOSTON

02210

(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)

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	765	I	See Footnotes⁽¹⁾⁽²⁾
Common Stock	268	I	See Footnotes⁽³⁾⁽⁴⁾
Common Stock	392	I	See Footnotes⁽⁵⁾⁽⁶⁾
Common Stock	39,317	I	See Footnotes⁽⁷⁾⁽⁸⁾

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	⁽⁹⁾	⁽⁹⁾	Common Stock	6,494	⁽⁹⁾	I	See Footnotes⁽¹⁾⁽²⁾
Series A Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	2,282	⁽⁹⁾	I	See Footnotes⁽³⁾⁽⁴⁾
Series A Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	3,332	⁽⁹⁾	I	See Footnotes⁽⁵⁾⁽⁶⁾
Series A Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	333,207	⁽⁹⁾	I	See Footnotes⁽⁷⁾⁽⁸⁾
Series B Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	11,875	⁽⁹⁾	I	See Footnotes⁽¹⁾⁽²⁾
Series B Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	4,174	⁽⁹⁾	I	See Footnotes⁽³⁾⁽⁴⁾
Series B Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	6,093	⁽⁹⁾	I	See Footnotes⁽⁵⁾⁽⁶⁾
Series B Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	609,316	⁽⁹⁾	I	See Footnotes⁽⁷⁾⁽⁸⁾
Series C Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	4,420	⁽⁹⁾	I	See Footnotes⁽¹⁾⁽²⁾
Series C Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	1,553	⁽⁹⁾	I	See Footnotes⁽³⁾⁽⁴⁾
Series C Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	2,267	⁽⁹⁾	I	See Footnotes⁽⁵⁾⁽⁶⁾
Series C Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	226,801	⁽⁹⁾	I	See Footnotes⁽⁷⁾⁽⁸⁾
Series D Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	4,647	⁽⁹⁾	I	See Footnotes⁽¹⁾⁽²⁾
Series D Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	1,632	⁽⁹⁾	I	See Footnotes⁽³⁾⁽⁴⁾
Series D Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	2,384	⁽⁹⁾	I	See Footnotes⁽⁵⁾⁽⁶⁾
Series D Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	238,470	⁽⁹⁾	I	See Footnotes⁽⁷⁾⁽⁸⁾
Series E Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	3,078	⁽⁹⁾	I	See Footnotes⁽¹⁾⁽²⁾
Series E Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	1,082	⁽⁹⁾	I	See Footnotes⁽³⁾⁽⁴⁾
Series E Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	1,579	⁽⁹⁾	I	See Footnotes⁽⁵⁾⁽⁶⁾
Series E Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	157,957	⁽⁹⁾	I	See Footnotes⁽⁷⁾⁽⁸⁾
Common Warrants	07/24/2015	07/24/2018	Common Stock	389	17.55	I	See Footnotes⁽¹⁾⁽²⁾
Common Warrants	07/24/2015	07/24/2018	Common Stock	136	17.55	I	See Footnotes⁽³⁾⁽⁴⁾
Common Warrants	07/24/2015	07/24/2018	Common Stock	199	17.55	I	See Footnotes⁽⁵⁾⁽⁶⁾
Common Warrants	07/24/2015	07/24/2018	Common Stock	19,990	17.55	I	See Footnotes⁽⁷⁾⁽⁸⁾

1. Name and Address of Reporting Person^*

Polaris Venture Management Co. V, L.L.C.

(Last)

(First)

(Middle)

ONE MARINA PARK DRIVE, 10TH FLOOR

(Street)

BOSTON

02210

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Polaris Venture Partners V, L.P.

(Last)

(First)

(Middle)

ONE MARINA PARK DRIVE, 10TH FLOOR

(Street)

BOSTON

02210

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Polaris Venture Partners Entrepreneurs' Fund V, L.P.

(Last)

(First)

(Middle)

ONE MARINA PARK DRIVE, 10TH FLOOR

(Street)

BOSTON

02210

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Polaris Venture Partners Founders' Fund V, L.P.

(Last)

(First)

(Middle)

ONE MARINA PARK DRIVE, 10TH FLOOR

(Street)

BOSTON

02210

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Polaris Venture Partners Special Founders' Fund V, L.P.

(Last)

(First)

(Middle)

ONE MARINA PARK DRIVE, 10TH FLOOR

(Street)

BOSTON

02210

(City)

(State)

(Zip)

Explanation of Responses:

1. The reportable securities are owned directly by Polaris Venture Partners Entrepreneurs' Fund V, L.P. ("PVPE V"). Polaris Venture Management Co. V, L.L.C. ("PVM V") is the general partner of PVPE V. PVM V disclaims beneficial ownership of these securities and this report shall not be deemed an admission that PVM V is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein.

2. Each of Jonathan A. Flint ("Flint") and Terrance G. McGuire ("McGuire") are the managing members of PVM V. Amir Nashat ("Nashat"), who is a member of the Issuer's Board of Directors, is a member of PVM V. Each of Flint, McGuire and Nashat, in their respective capacities with regard to PVM V, may be deemed to have shared voting and dispositive power of the shares held by PVPE V. Each of Flint, McGuire and Nashat disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interest therein.

3. The reportable securities are owned directly by Polaris Venture Partners Founders' Fund V, L.P. ("PVPFF V"). PVM V is the general partner of PVPFF V. PVM V disclaims beneficial ownership of these securities and this report shall not be deemed an admission that PVM V is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein.

4. Each of Flint and McGuire are the managing members of PVM V. Nashat, who is a member of the Issuer's Board of Directors, is a member of PVM V. Each of Flint, McGuire and Nashat, in their respective capacities with regard to PVM V, may be deemed to have shared voting and dispositive power of the shares held by PVPFF V. Each of Flint, McGuire and Nashat disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interest therein.

5. The reportable securities are owned directly by Polaris Venture Partners Special Founders' Fund V, L.P. ("PVPSFF V"). PVM V is the general partner of PVPSFF V. PVM V disclaims beneficial ownership of these securities and this report shall not be deemed an admission that PVM V is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein.

6. Each of Flint and McGuire are the managing members of PVM V. Nashat, who is a member of the Issuer's Board of Directors, is a member of PVM V. Each of Flint, McGuire and Nashat, in their respective capacities with regard to PVM V, may be deemed to have shared voting and dispositive power of the shares held by PVPSFF V. Each of Flint, McGuire and Nashat disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interest therein.

7. The reportable securities are owned directly by Polaris Venture Partners V, L.P. ("PVP V"). PVM V is the general partner of PVP V. PVM V disclaims beneficial ownership of these securities and this report shall not be deemed an admission that PVM V is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein.

8. Each of Flint and McGuire are the managing members of PVM V. Nashat, who is a member of the Issuer's Board of Directors, is a member of PVM V. Each of Flint, McGuire and Nashat, in their respective capacities with regard to PVM V, may be deemed to have shared voting and dispositive power of the shares held by PVP V. Each of Flint, McGuire and Nashat disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interest therein.

9. 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

	/s/ Mary Blair, Attorney-in-Fact for Polaris Venture Management Co. V, L.L.C.	06/21/2016
	/s/ Mary Blair, Attorney-in-Fact for Polaris Venture Management Co. V, L.L.C., general partner of Polaris Venture Partners V, L.P.	06/21/2016
	/s/ Mary Blair, Attorney-in-Fact for Polaris Venture Management Co. V, L.L.C., general partner of Polaris Venture Partners Entrepreneurs' Fund V, L.P.	06/21/2016
	/s/ Mary Blair, Attorney-in-Fact for Polaris Venture Management Co. V, L.L.C., general partner of Polaris Venture Partners Founders' Fund V, L.P.	06/21/2016
	/s/ Mary Blair, Attorney-in-Fact for Polaris Venture Management Co. V, L.L.C., general partner of Polaris Venture Partners Special Founders' Fund V, L.P.	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

The undersigned (the “Reporting Person”) hereby constitutes and appoints Mary Blair, signing singly, with full power of substitution, as the Reporting Person’s true and lawful attorney in fact to:

(1) prepare, execute in the Reporting Person’s name and on the Reporting Person’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 Reporting Person to make electronic filings with the SEC of Reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;

(2) prepare and file on behalf of such Reporting Person any and all reports, notices, communications and other documents (including, but not limited to, reports on Schedule 13D, Schedule 13G, Form 13-F, Form 3, Form 4 and Form 5) that such Reporting Person may be required to file with the SEC pursuant to the Securities Act of 1933, as amended (together with the implementing regulations thereto, the “Act”) and the Securities Exchange Act of 1934, as amended (together with the implementing regulations thereto, the “Exchange Act”) (collectively, the “Reports”) with respect to the Reporting Person’s (a) status as an officer or director of, or (b) ownership of, or transactions in, the securities of, any entity whose securities are beneficially owned (directly or indirectly) by the Reporting Person (“Portfolio Companies”);

(3) do and perform any and all acts for and on behalf of the Reporting Person which may be necessary or desirable to complete and execute any such Reports, 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 Reporting Person, it being understood that the documents executed by such attorney in fact on behalf of the Reporting Person 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 Reporting Person hereby grants to 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 Reporting Person might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney in fact, or 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 Reporting Person acknowledges that the foregoing attorney in fact, in serving in such capacity at the request of the Reporting Person, is not assuming any of the Reporting Person’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney with respect to the Reporting Person shall remain in full force and effect until such Reporting Person is no longer required to file any Reports with respect to the Reporting Person’s ownership of, or transactions in, the securities of Portfolio Companies, unless earlier revoked in a signed writing delivered to the foregoing attorney in fact.

IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be executed as of this 16th day of February, 2015.

	Polaris Venture Management Co. V, L.L.C.


	By:	/s/ Terrance G. McGuire
	Name:	Terrance G. McGuire
	Title:	Managing Member