SEC FORM 4 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*
Morningside Venture Investments Ltd

(Last) (First) (Middle)
2ND FLOOR, LE PRINCE DE GALLES
3-5 AVENUE DES CITRONNIERS

(Street)
MONACO O9 MC 98000

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Amylyx Pharmaceuticals, Inc. [ AMLX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/14/2023
4. 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 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 03/14/2023 S 70,714 D $34.54(1) 7,409,884 D(4)
Common Stock 03/15/2023 S 108,934 D $33.12(2) 7,300,950 D(4)
Common Stock 03/15/2023 S 41,066 D $33.68(3) 7,259,884 D(4)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.50 to $34.88, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, the issuer or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price.
2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.5 to $33.5, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, the issuer or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price.
3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.505 to $34.460, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, the issuer or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price.
4. Frances Anne Elizabeth Richard, Jill Marie Franklin, Peter Stuart Allenby Edwards and Cheung Ka Ho, the directors of Morningside Venture Investments Limited ("MVIL"), share voting and dispositive control over the shares held by MVIL.
Remarks:
/s/ Frances Anne Elizabeth Richard, Director 03/16/2023
** 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).
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.
                             POWER OF ATTORNEY

        The undersigned hereby constitutes and appoints each of Kathleen
Okolita and Stephanie O'Brien, signing singly and acting individually, and each
with full power of substitution, the undersigned's true and lawful attorney-in-
fact to:

        (1)    execute for and on behalf of the undersigned, in the
undersigned's capacity as an authorized signatory and/or director of any of the
entities listed on Exhibit A (each, a "Morningside Entity"), from time to time
with respect to the following U.S. Securities and Exchange Commission ("SEC")
forms related to the Morningside Entities and their shareholdings in any of the
companies (each, a "Company") listed on Schedule 1 hereto: (i) Form ID,
including any attached documents, to effect the assignment of codes to the
undersigned to be used in the transmission of information to the SEC using the
EDGAR System; (ii) Form 3, Initial Statement of Beneficial Ownership of
Securities, including any attached documents; (iii) Form 4, Statement of
Changes in Beneficial Ownership of Securities, including any attached
documents; (iv) Form 5, Annual Statement of Beneficial Ownership of Securities
in accordance with Section 16(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and the rules thereunder, including any attached
documents; (v) Schedule 13D; (vi) Schedule 13G; and (vii) amendments of each
thereof, in accordance with the Exchange Act and the rules thereunder,
including any attached documents;

        (2)    do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any
such Form 3, 4 or 5, Schedule 13D, Schedule 13G or any amendment(s) thereto,
and timely file such form(s) with the SEC and any securities exchange, national
association or similar authority;

        (3)    seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information regarding transactions in the Company's
securities from any third party, including brokers, employee benefit plan
administrators and trustees, and the undersigned hereby authorizes any such
person to release any such information to such attorney-in-fact and approves
and ratifies any such release of information; and

        (4)    take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of
the undersigned pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact may approve in
such attorney-in-fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact, acting
singly, full power and authority to do and perform any and every act and thing
whatsoever requisite, necessary or proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming nor relieving, nor are any of the Morningside
Entities or any Company assuming nor relieving, any of the undersigned's
responsibilities to comply with Section 16 or Regulation 13D-G of the Exchange
Act. The undersigned hereby acknowledges that none of the Morningside Entities,
any Company nor the foregoing attorneys-in-fact assume (i) any liability for
the undersigned's responsibility to comply with the requirement of the Exchange
Act, (ii) any liability of the undersigned for any failure to comply with such
requirements, or (iii) any obligation or liability of the undersigned for
profit disgorgement under Section 16(b) of the Exchange Act and further agrees
to indemnify each attorney-in-fact from and against any demand, damage, loss,
cost or expense arising from any false or misleading information provided by
the undersigned to such attorney-in-fact.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file such forms with respect to the
undersigned's or any Morningside Entity's holdings of and transactions in
securities issued by the Companies, unless earlier revoked by the undersigned
in a signed writing delivered to the foregoing attorneys-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of March 2nd, 2023.

                                   /s/ Frances Anne Elizabeth Richard
                                   ----------------------------------
                                   Frances Anne Elizabeth Richard


                               Exhibit A

        [List all the Morngingside entities of which the undersigned is a
signatory and/or director]


                                Schedule 1

        1.  17 Education & Technology Group Inc.

        2.  Apellis Pharmaceuticals, Inc.

        3.  Amylyx Pharmaceuticals, Inc.

        4.  ASLAN Pharmaceuticals Limited

        5.  Chimerix, Inc.

        6.  Chinook Therapeutics, Inc.

        7.  Gorilla Technology Group Inc.

        8.  Gracell Biotechnologies Inc.

        9.  GreenLight Biosciences Holdings, PBC

        10. Hepion Pharmaceuticals, Inc.

        11. Kala Pharmaceuticals, Inc.

        12. Kezar Life Sciences, Inc.

        13. LumiraDx Limited

        14. NewAmsterdam Pharma Company N.V.

        15. Rockley Photonics Holdings Limited

        16. Xometry, Inc.