SEC FORM 3

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^*

Atlas Venture Fund X, L.P.

(Last)

(First)

(Middle)

300 TECHNOLOGY SQ, 8TH FLOOR

(Street)

CAMBRIDGE

02139

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/05/2021

3. Issuer Name and Ticker or Trading Symbol
Gemini Therapeutics, Inc. /DE [ GMTX ]

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

Director	X	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)

	Form filed by One Reporting Person
X	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	4,744,365	D⁽¹⁾
Common Stock	510,000	D⁽²⁾

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)

1. Name and Address of Reporting Person^*

Atlas Venture Fund X, L.P.

(Last)

(First)

(Middle)

300 TECHNOLOGY SQ, 8TH FLOOR

(Street)

CAMBRIDGE

02139

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ATLAS VENTURE ASSOCIATES X, L.P.

(Last)

(First)

(Middle)

300 TECHNOLOGY SQ, 8TH FLOOR

(Street)

CAMBRIDGE,

02139

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Atlas Venture Associates X, LLC

(Last)

(First)

(Middle)

300 TECHNOLOGY SQ, 8TH FLOOR

(Street)

CAMBRIDGE,

02139

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Atlas Venture Opportunity Fund I, L.P.

(Last)

(First)

(Middle)

300 TECHNOLOGY SQ, 8TH FLOOR

(Street)

CAMBRIDGE,

02139

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Atlas Venture Associates Opportunity I, L.P.

(Last)

(First)

(Middle)

300 TECHNOLOGY SQ, 8TH FLOOR

(Street)

CAMBRIDGE,

02139

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Atlas Venture Associates Opportunity I, LLC

(Last)

(First)

(Middle)

300 TECHNOLOGY SQ, 8TH FLOOR

(Street)

CAMBRIDGE,

02139

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Atlas Venture Fund XII, L.P.

(Last)

(First)

(Middle)

300 TECHNOLOGY SQ, 8TH FLOOR

(Street)

CAMBRIDGE,

02139

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Atlas Venture Associates XII, L.P.

(Last)

(First)

(Middle)

300 TECHNOLOGY SQ, 8TH FLOOR

(Street)

CAMBRIDGE,

02139

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Atlas Venture Associates XII, LLC

(Last)

(First)

(Middle)

300 TECHNOLOGY SQ, 8TH FLOOR

(Street)

CAMBRIDGE,

02139

(City)

(State)

(Zip)

Explanation of Responses:

1. Represents 4,744,365 shares issued as Merger Consideration pursuant to the Merger Agreement. Atlas Venture Associates X, L.P. ("Atlas X LP") is the general partner of Atlas Fund X, and Atlas Venture Associates X, LLC ("Atlas X LLC") is the general partner of Atlas X LP. Each of Atlas Fund X, Atlas X LP. and Atlas X LLC may be deemed to beneficially own the shares held by Atlas Fund X. Each of Atlas X LP and Atlas X LLC disclaim Section 16 beneficial ownership of the securities owned by Atlas Fund X. Atlas Venture Associates Opportunity I, L.P. ("Atlas I LP") is the general partner of Atlas Fund I, and Atlas Venture Associates Opportunity I, LLC ("AVAO, LLC") is the general partner of Atlas I LP. Each of Atlas Fund I, Atlas I LP and AVAO LLC may be deemed to beneficially own the shares held by Atlas Fund I. Each of Atlas I LP and AVAO LLC disclaim Section 16 beneficial ownership of the securities owned by Atlas Fund I.

2. Represents 510,000 shares issued in the private placement of public securities ("PIPE") on February 5, 2021 to Atlas Venture Fund XII, L.P. ("Atlas Fund XII"). The general partner of Atlas Fund XII is Atlas Venture Associates XII, L.P. ("AVA XII LP"). Atlas Venture Associates XII, LLC ("AVA XII LLC") is the general partner of AVA XII LP. Each of Atlas Fund XII, AVA XII LP, and AVA XII LLC may be deemed to beneficially own the shares held by Atlas Fund XII. Each of AVA XII LP and AVA XII LLC disclaim Section 16 beneficial ownership of the securities owned by Atlas Fund XII, except to the extent of its pecuniary interest therein, if any.

	Atlas Venture Fund X, L.P. By: Atlas Venture Associates X, L.P., Its: General Partner By: Atlas Venture Associates X, LLC, Its: General Partner By: /s/ Ommer Chohan Ommer Chohan, Chief Financial Officer	02/09/2021
	Atlas Venture Opportunity Fund I, L.P., By: Atlas Venture Associates Opportunity I, L.P., its general partner By: Atlas Venture Associates Opportunity I, LLC, its general partner By: /s/ Ommer Chohan By: Ommer Chohan, Chief Financial Officer	02/09/2021
	Atlas Venture Fund XII, L.P. By: Atlas Venture Associates XII, L.P., Its: General Partner By: Atlas Venture Associates XII, LLC, Its General Partner Venture Associates XII, LLC By: /s/ Ommer Chohan By: Ommer Chohan, Chief Financial Officer	02/09/2021
	** 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.
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SEC Form 3: L.P. X, Fund Venture Atlas claimed ownership of 5,254,365 units of Common Stock