Generate Biomedicines Inc.

03/02/2026 | Press release | Distributed by Public on 03/02/2026 16:43

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
AFEYAN NOUBAR
2. Issuer Name and Ticker or Trading Symbol
Generate Biomedicines, Inc. [GENB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
55 CAMBRIDGE PARKWAY, SUITE 800E
3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026
(Street)
CAMBRIDGE, MA 02142
4. If Amendment, Date 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
(City) (State) (Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 03/02/2026 C 12,723,940 A (1) 12,723,940 I By Flagship Pioneering Fund VI, L.P.(2)
Common Stock 03/02/2026 C 13,702,224 A (1) 13,702,224 I By Flagship Pioneering Fund VII, L.P.(3)
Common Stock 03/02/2026 C 987,491 A (1) 987,491 I By Nutritional Health LTP Fund, L.P.(4)
Common Stock 03/02/2026 C 2,777,752 A (1) 2,777,752 I By Flagship Pioneering Special Opportunities Fund II, L.P.(5)
Common Stock 03/02/2026 C 2,777,752 A (1) 2,777,752 I By FPN II, L.P.(6)
Common Stock 03/02/2026 P 1,562,500 A $16 15,264,724 I By Flagship Pioneering Fund VII, L.P.(3)
Common Stock 03/02/2026 P 1,562,500 A $16 4,340,252 I By FPN II, L.P.(6)
Common Stock 03/02/2026 P 1,562,500 A $16 1,562,500 I By Pioneering Medicines 02, LLC(7)
Common Stock 25,016,458 I By Flagship VentureLabs VI, LLC(8)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $16 02/26/2026 A 29,561 (9) 02/25/2036 Common Stock 29,561 $ 0 29,561 D
Series A Preferred Stock (1) 03/02/2026 C 18,483,785 (1) (1) Common Stock 12,168,390 $ 0 0 I By Flagship Pioneering Fund VI, L.P.(2)
Series A Preferred Stock (1) 03/02/2026 C 17,016,215 (1) (1) Common Stock 11,202,248 $ 0 0 I By Flagship Pioneering Fund VII, L.P.(3)
Series A Preferred Stock (1) 03/02/2026 C 1,500,000 (1) (1) Common Stock 987,491 $ 0 0 I By Nutritional Health LTP Fund, L.P.(4)
Series B Preferred Stock (1) 03/02/2026 C 843,881 (1) (1) Common Stock 555,550 $ 0 0 I By Flagship Pioneering Fund VI, L.P.(2)
Series B Preferred Stock (1) 03/02/2026 C 1,265,822 (1) (1) Common Stock 833,325 $ 0 0 I By Flagship Pioneering Fund VII, L.P.(3)
Series B Preferred Stock (1) 03/02/2026 C 2,953,586 (1) (1) Common Stock 1,944,427 $ 0 0 I By Flagship Pioneering Special Opportunities Fund II, L.P.(5)
Series B Preferred Stock (1) 03/02/2026 C 2,109,704 (1) (1) Common Stock 1,388,876 $ 0 0 I By FPN II, L.P.(6)
Series C Preferred Stock (1) 03/02/2026 C 2,531,644 (1) (1) Common Stock 1,666,651 $ 0 0 I By Flagship Pioneering Fund VII, L.P.(3)
Series C Preferred Stock (1) 03/02/2026 C 1,265,822 (1) (1) Common Stock 833,325 $ 0 0 I By Flagship Pioneering Special Opportunities Fund II, L.P.(5)
Series C Preferred Stock (1) 03/02/2026 C 2,109,704 (1) (1) Common Stock 1,388,876 $ 0 0 I By FPN II, L.P.(6)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
AFEYAN NOUBAR
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE, MA 02142
X X
Flagship VentureLabs VI LLC
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE, MA 02142
X
Flagship Pioneering Fund VI, L.P.
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE, MA 02142
X
Flagship Pioneering Fund VII, L.P.
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE, MA 02142
X
Nutritional Health LTP Fund, L.P.
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE, MA 02142
X
Flagship Pioneering Special Opportunities Fund II, L.P.
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE, MA 02142
X
FPN II, L.P.
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE, MA 02142
X

Signatures

/s/ Noubar B. Afeyan, Ph.D. 03/02/2026
**Signature of Reporting Person Date
Flagship VentureLabs VI LLC, By: /s/ Noubar B. Afeyan, Ph.D., Title: Sole Member and Manager of Manager of Manager of Manager 03/02/2026
**Signature of Reporting Person Date
Flagship Pioneering Fund VI, L.P., By: /s/ Noubar B. Afeyan, Ph.D., Title: Sole Member and Manager of Manager of Manager of General Partner 03/02/2026
**Signature of Reporting Person Date
Flagship Pioneering Fund VII, L.P., By: /s/ Noubar B. Afeyan, Ph.D., Title: Sole Member and Manager of Manager of Manager of General Partner 03/02/2026
**Signature of Reporting Person Date
Nutritional Health LTP Fund, L.P., By: /s/ Noubar B. Afeyan, Ph.D., Title: Sole Member and Manager of Manager of Manager of General Partner 03/02/2026
**Signature of Reporting Person Date
Flagship Pioneering Special Opportunities Fund II, L.P., By: /s/ Noubar B. Afeyan Ph.D., Title: Sole Member and Manager of Manager of Manager of General Partner 03/02/2026
**Signature of Reporting Person Date
FPN II, L.P., By: /s/ Noubar B. Afeyan, Ph.D., Title: Sole Member and Manager of Manager of Manager of General Partner 03/02/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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.
(2) 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.
(3) 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.
(4) 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.
(5) 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.
(6) 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.
(7) 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.
(8) 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.
(9) 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.

Remarks:
Form 1 of 2: This is the first of two Forms 4 being filed relating to the same event. The Form 4 is being split into two filings because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 Reporting Persons. Each Form 4 is filed by Designated Filer Noubar Afeyan.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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