ThZeal - The Zeal

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^*

Chan Barbara Y

(Last)

(First)

(Middle)

C/O OMEGA THERAPEUTICS, INC.

140 FIRST STREET, SUITE 501

(Street)

CAMBRIDGE

02141

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/31/2024

3. Issuer Name and Ticker or Trading Symbol
Omega Therapeutics, Inc. [ OMGA ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Accounting Officer

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	37,683	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 (Right to Buy)	⁽¹⁾	09/29/2030	Common Stock	44,669	$2.57	D
Stock Option (Right to Buy)	⁽²⁾	03/28/2031	Common Stock	87,352	$5.67	D
Stock Option (Right to Buy)	⁽³⁾	03/08/2032	Common Stock	50,000	$10.34	D
Stock Option (Right to Buy)	⁽⁴⁾	10/26/2032	Common Stock	20,000	$5.27	D
Stock Option (Right to Buy)	⁽⁵⁾	02/27/2033	Common Stock	20,000	$6.46	D
Stock Option (Right to Buy)	⁽⁶⁾	02/06/2034	Common Stock	40,000	$3.59	D
Stock Option (Right to Buy)	⁽⁷⁾	04/09/2034	Common Stock	60,000	$3.02	D

Explanation of Responses:

1. Fully vested.

2. The option vests and becomes exercisable with respect to 25% of the underlying shares on March 26, 2022 and in twelve (12) equal quarterly installments thereafter such that the option will become fully vested and exercisable on March 26, 2025, subject to the Reporting Person's continued service to the Issuer through each such vesting date.

3. The option vests and becomes exercisable with respect to 25% of the underlying shares on March 9, 2023 and in twelve (12) equal quarterly installments thereafter such that the option will become fully vested and exercisable on March 9, 2026, subject to the Reporting Person's continued service to the Issuer through each such vesting date.

4. The option vests and becomes exercisable with respect to 25% of the underlying shares on October 27, 2023 and in twelve (12) equal quarterly installments thereafter such that the option will become fully vested and exercisable on October 27, 2026, subject to the Reporting Person's continued service to the Issuer through each such vesting date.

5. The option vests and becomes exercisable with respect to 25% of the underlying shares on February 29, 2024 and in twelve (12) equal quarterly installments thereafter such that the option will become fully vested and exercisable on February 28, 2027, subject to the Reporting Person's continued service to the Issuer through each such vesting date.

6. The option vests and becomes exercisable with respect to 25% of the underlying shares on February 7, 2025, and in twelve (12) equal quarterly installments thereafter such that the option will become fully vested and exercisable on February 7, 2028, subject to the Reporting Person's continued service to the Issuer through each such vesting date.

7. The option vests and becomes exercisable with respect to 50% of the underlying shares on October 9, 2024 and the remaining 50% of the underlying shares shall vest on April 9, 2025, thereafter such that the option will become fully vested and exercisable on Aprill 9, 2025, subject to the Reporting Person's continued service to the Issuer through each such vesting date.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Barbara Y. Chan	05/31/2024
	** 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.