Abu Dhabi Investment Authority Form 4 Foghorn Therapeutics / Dhabi Investment Authority Abu ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Abu Dhabi Investment Authority

(Last)

(First)

(Middle)

211 CORNICHE STREET

PO BOX 3600

(Street)

ABU DHABI

0000

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Foghorn Therapeutics Inc. [ FHTX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/27/2020

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/27/2020		C		1,081,081	A	⁽¹⁾	1,081,081	D⁽²⁾
Common Stock	10/27/2020		P		150,000	A	$16	1,231,081	D⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Preferred Stock	⁽¹⁾	10/27/2020		C			2,000,001	⁽¹⁾	⁽¹⁾	Common Stock	1,081,081	⁽¹⁾	0	D⁽²⁾

1. Name and Address of Reporting Person^*

Abu Dhabi Investment Authority

(Last)

(First)

(Middle)

211 CORNICHE STREET

PO BOX 3600

(Street)

ABU DHABI

0000

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Platinum International Investment Holding RSC Ltd

(Last)

(First)

(Middle)

26TH FLOOR, AL KHATEM TOWER, ADGM SQUARE

PO BOX 25642, AL MARYAH ISLAND

(Street)

ABU DHABI

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Platinum Falcon B 2018 RSC Ltd

(Last)

(First)

(Middle)

26TH FLOOR, AL KHATEM TOWER, ADGM SQUARE

PO BOX 25642, AL MARYAH ISLAND

(Street)

ABU DHABI

(City)

(State)

(Zip)

Explanation of Responses:

1. Upon the closing of the sale of shares of Common Stock of the Issuer to the public in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $35,000,000 of gross proceeds to the Issuer, the Series B Preferred Stock converted automatically into Common Stock. Every 1.85 shares of Series B Preferred Stock converted into one share of Common Stock. There was no expiration date for the Series B Preferred Stock.

2. Platinum Falcon B 2018 RSC Limited ("Platinum Falcon") directly holds the Series B Preferred Stock and the shares of Common Stock received upon conversion of the Series B Preferred Stock. Platinum International Investment Holding RSC Limited ("Platinum Holdings") is the sole owner of Platinum Falcon, and the Abu Dhabi Investment Authority ("ADIA" and, together with Platinum Falcon and Platinum Holdings, the "Reporting Persons") is the sole owner of Platinum Holdings. Therefore, Platinum Holdings and ADIA may also be deemed to beneficially own the Series B Preferred Stock and the shares of Common Stock received upon conversion of the Series B Preferred Stock.

3. Platinum Falcon directly acquired 143,540 shares of Common Stock. Platinum Holdings and ADIA may also be deemed to beneficially own such shares of Common Stock. ADIA acquired directly 6,460 shares of Common Stock, and Platinum Holdings and Platinum Falcon disclaim beneficial ownership of such shares.

	/s/ Humaid Bin Butti Bin Humaid Bin Bishr AlMarri, Authorized Signatory of Abu Dhabi Investment Authority	10/27/2020
	/s/ Ahmed Mohamed Ghubash, Authorized Signatory of Abu Dhabi Investment Authority	10/27/2020
	/s/ Humaid Bin Butti Bin Humaid Bin Bishr AlMarri, Authorized Signatory of Platinum International Investment Holding RSC Limited	10/27/2020
	/s/ Ahmed Mohamed Ghubash, Authorized Signatory of Platinum International Investment Holding RSC Limited	10/27/2020
	/s/ Humaid Bin Butti Bin Humaid Bin Bishr AlMarri, Authorized Signatory of Platinum Falcon B 2018 RSC Limited	10/27/2020
	/s/ Ahmed Mohamed Ghubash, Authorized Signatory of Platinum Falcon B 2018 RSC Limited	10/27/2020
	** 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 4 (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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Abu Dhabi Investment Authority Form 4Foghorn Therapeutics / Dhabi Investment Authority Abu ownership change