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^*

Bodmer Mark

(Last)

(First)

(Middle)

620 MEMORIAL DRIVE, SUITE 200

(Street)

CAMBRIDGE

02139

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/08/2018

3. Issuer Name and Ticker or Trading Symbol
Evelo Biosciences, Inc. [ EVLO ]

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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	220,642	D

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)
Stock Option	⁽¹⁾	10/06/2026	Common Stock	163,030	$1.14	D
Stock Option	⁽²⁾	10/06/2026	Common Stock	23,290	$1.14	D
Stock Option	⁽³⁾	09/18/2027	Common Stock	72,370	$2.49	D
Stock Option	⁽⁴⁾	04/03/2028	Common Stock	92,546	$10.48	D

Explanation of Responses:

1. The option vested as to 25% of the total grant on July 1, 2017 and has vested or will vest in equal quarterly installments over a three year period thereafter.

2. The option vests and becomes exercisable as to 50% of the total grant on December 15, 2020 and as to the remaining 50% on December 30, 2021.

3. The option vests and becomes exercisable as to 20% of the total grant on July 1, 2018, as to 5% of the total grant quarterly for the period from July 1, 2018 to July 1, 2019, and as to 7.5% of the total grant quarterly thereafter.

4. The option vests and becomes exercisable as to 25% of the total grant on April 3, 2019 and vests in equal quarterly installments over a three year period thereafter.

Remarks:

Chief Scientific Off. & Pres.of R&D Exhibit 24 - Power of Attorney.

	/s/ Jonathan Poole, Attorney-in-Fact for Mark Bodmer	05/08/2018
	** 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).
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.