Flagship funds (NASDAQ: GENB) convert preferred and buy shares
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Generate Biomedicines, Inc. reported multiple insider transactions involving entities affiliated with Flagship Pioneering. On March 2, 2026, shares of Series A, B and C preferred stock held by several Flagship funds automatically converted into common stock on a one-for-1.5190 basis upon the closing of the company’s initial public offering.
On the same date, Flagship Pioneering Fund VII, L.P., FPN II, L.P. and Pioneering Medicines 02, LLC each purchased 1,562,500 shares of common stock at $16.00 per share, totaling 4,687,500 shares, all reported as indirect ownership. Separately, on February 26, 2026, Noubar Afeyan received a stock option for 29,561 shares, vesting in full on February 19, 2027, contingent on continued service.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Buyer: 4,687,500 shares ($75,000,000)
Net Buy
20 txns
Insider
AFEYAN NOUBAR, Flagship Pioneering, LLC, Flagship VentureLabs VI Manager LLC, Flagship Pioneering Fund VI General Partner LLC, Flagship Pioneering Fund VII General Partner LLC, Nutritional Health LTP Fund General Partner LLC, Flagship Pioneering Special Opportunities Fund II General Partner LLC, FPN General Partner LLC
Role
Director, 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner
Bought
4,687,500 shs ($75.00M)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Series A Preferred Stock | 18,483,785 | $0.00 | -- |
| Conversion | Series A Preferred Stock | 17,016,215 | $0.00 | -- |
| Conversion | Series A Preferred Stock | 1,500,000 | $0.00 | -- |
| Conversion | Series B Preferred Stock | 843,881 | $0.00 | -- |
| Conversion | Series B Preferred Stock | 1,265,822 | $0.00 | -- |
| Conversion | Series B Preferred Stock | 2,953,586 | $0.00 | -- |
| Conversion | Series B Preferred Stock | 2,109,704 | $0.00 | -- |
| Conversion | Series C Preferred Stock | 2,531,644 | $0.00 | -- |
| Conversion | Series C Preferred Stock | 1,265,822 | $0.00 | -- |
| Conversion | Series C Preferred Stock | 2,109,704 | $0.00 | -- |
| Conversion | Common Stock | 12,723,940 | $0.00 | -- |
| Conversion | Common Stock | 13,702,224 | $0.00 | -- |
| Conversion | Common Stock | 987,491 | $0.00 | -- |
| Conversion | Common Stock | 2,777,752 | $0.00 | -- |
| Conversion | Common Stock | 2,777,752 | $0.00 | -- |
| Purchase | Common Stock | 1,562,500 | $16.00 | $25.00M |
| Purchase | Common Stock | 1,562,500 | $16.00 | $25.00M |
| Purchase | Common Stock | 1,562,500 | $16.00 | $25.00M |
| Grant/Award | Stock Option (Right to Buy) | 29,561 | $0.00 | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Series A Preferred Stock — 0 shares (Indirect, By Flagship Pioneering Fund VI, L.P.);
Series B Preferred Stock — 0 shares (Indirect, By Flagship Pioneering Fund VI, L.P.);
Series C Preferred Stock — 0 shares (Indirect, By Flagship Pioneering Fund VII, L.P.);
Common Stock — 12,723,940 shares (Indirect, By Flagship Pioneering Fund VI, L.P.);
Stock Option (Right to Buy) — 29,561 shares (Direct)
Footnotes (1)
- Securities held by Flagship Pioneering Fund VI, L.P. ("Flagship Fund VI"). Flagship Pioneering Fund VI General Partner LLC ("Flagship Fund VI GP") is the general partner of Flagship Fund VI. Flagship Pioneering, LLC ("Flagship Pioneering") is the manager of Flagship Fund VI GP. Noubar B. Afeyan, Ph.D. is the ultimate control person of Flagship Pioneering. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any. Each share of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock (collectively, the "Preferred Stock") automatically converted into shares of the Issuer's Common Stock on a one-for-1.5190 basis upon the closing of the Issuer's initial public offering on March 2, 2026. The Preferred Stock had no expiration date. Securities held by Flagship Pioneering Fund VII, L.P. ("Flagship Fund VII"). Flagship Pioneering Fund VII General Partner LLC ("Flagship Fund VII GP") is the general partner of Flagship Fund VII. Flagship Pioneering is the manager of Flagship Fund VII GP. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any. Securities held by Nutritional Health LTP Fund, L.P. ("Nutritional LTP"). Nutritional Health LTP Fund General Partner LLC ("Nutritional LTP GP") is the general partner of Nutritional LTP. Flagship Pioneering is the manager of Nutritional LTP GP. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any. Securities held by Flagship Pioneering Special Opportunities Fund II, L.P. ("Flagship Opportunities Fund II"). Flagship Pioneering Special Opportunities Fund II General Partner LLC ("Flagship Opportunities Fund II GP") is the general partner of Flagship Opportunities Fund II. Flagship Pioneering is the manager of Flagship Opportunities Fund II GP. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any. Securities held by FPN II, L.P. ("FPN II Fund"). FPN General Partner LLC ("FPN GP") is the general partner of FPN II Fund. Flagship Pioneering is the manager of FPN GP. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any. Securities held by Pioneering Medicine 02, LLC ("PM02"). Charles R. Carelli, Jr., Chief Financial Officer of Flagship Pioneering, is the sole manager of PM02, and Flagship Fund VII is its majority equity holder. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any. Securities held by Flagship VentureLabs VI LLC ("VentureLabs VI"). Flagship VentureLabs VI Manager LLC ("VentureLabs VI Manager") is the manager of VentureLabs VI. Flagship Pioneering is the manager of VentureLabs VI Manager. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any. The shares underlying this option shall vest in full on February 19, 2027, subject to the Reporting Person's continued service on such vesting date.
FAQ
What insider transactions did Generate Biomedicines (GENB) report in this Form 4?
Generate Biomedicines reported preferred stock held by Flagship-affiliated funds converting into common shares and additional common stock purchases. It also reported a new stock option grant to director Noubar Afeyan, all reflected as indirect or direct beneficial interests.
What preferred stock conversions did Generate Biomedicines (GENB) disclose for Flagship funds?
The filing shows Series A, B and C preferred stock automatically converting into common stock on a one-for-1.5190 basis at the March 2, 2026 IPO closing. These preferred holdings were owned by various Flagship Pioneering funds and converted into Generate Biomedicines common shares.
What new stock option did Noubar Afeyan receive from Generate Biomedicines (GENB)?
Noubar Afeyan received a stock option covering 29,561 Generate Biomedicines shares on February 26, 2026. The option vests in full on February 19, 2027, provided he continues serving, and is reported as directly owned derivative equity.
What role did Generate Biomedicines’ IPO play in these insider conversions?
Each share of Series A, B and C preferred stock automatically converted into common stock upon closing of Generate Biomedicines’ initial public offering on March 2, 2026. The conversion occurred at a fixed one-for-1.5190 ratio, as specified in the filing footnotes.