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^*

Fishman Mark

(Last)

(First)

(Middle)

C/O BEAM THERAPEUTICS INC.

26 LANDSDOWNE STREET

(Street)

CAMBRIDGE

02139

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/05/2020

3. Issuer Name and Ticker or Trading Symbol
Beam Therapeutics Inc. [ BEAM ]

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

X	Director	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)

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)

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-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	15,768	⁽¹⁾	D
Series A-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,239	⁽¹⁾	D
Stock Option (Right to Buy)	⁽²⁾	05/08/2028	Common Stock	102,580	$0.67	D
Stock Option (Right to Buy)	⁽³⁾	05/08/2028	Common Stock	64,670	$0.67	D
Stock Option (Right to Buy)	⁽⁴⁾	07/13/2028	Common Stock	36,126	$1.03	D
Stock Option (Right to Buy)	⁽⁵⁾	07/13/2028	Common Stock	56,865	$1.03	D

Explanation of Responses:

1. Each share of Series A-1 Convertible Preferred Stock and Series A-2 Convertible Preferred Stock (collectively, the "Preferred Stock") is convertible into shares of common stock at any time at the holder's election and automatically upon the consummation of a qualified public offering of the registrant, for no additional consideration. There is no expiration date for the Preferred Stock.

2. The option vested as to 25% on the first anniversary of the of the vesting commencement date, April 30, 2018, and at a rate of 8.33% each quarter thereafter until the option is fully vested.

3. The option vested as to 25% on the first anniversary of the of the vesting commencement date, May 11, 2018, and at a rate of 8.33% each quarter thereafter until the option is fully vested.

4. The option vested as to 25% on the first anniversary of the of the vesting commencement date, May 11, 2018, and at a rate of 8.33% each quarter thereafter until the option is fully vested.

5. The option vested as to 25% on the first anniversary of the of the vesting commencement date, May 8, 2018, and at a rate of 8.33% each quarter thereafter until the option is fully vested.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	By: /s/ Christine Bellon, Attorney-in-Fact	02/05/2020
	** 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.