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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| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
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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*
| 500 TECHNOLOGY SQUARE |
| STE #700 |
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Foghorn Therapeutics Inc.
[ FHTX ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
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10% Owner |
| X |
Officer (give title below) |
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Other (specify below) |
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Chief Strategy/Bus Ops Officer
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3. Date of Earliest Transaction
(Month/Day/Year)
01/26/2023
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
|---|
| 1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
Amount |
(A) or (D) |
Price |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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|---|
| 1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Stock Option (right to buy) |
$8.38
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01/26/2023 |
|
A |
|
65,000 |
|
|
01/25/2033 |
Common Stock |
65,000 |
$0.00
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65,000 |
D |
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| Explanation of Responses: |
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| Remarks: |
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/s /Allan Reine, M.D., Attorney-in-Fact |
01/30/2023 |
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** 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. |
LIMITED POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Allan Reine,
Michael LaCascia and Tara Maduri, and each of them individually,
with full power of substitution, as the undersigned's true and
lawful attorney-in-fact to:
(1) prepare, execute in the undersigned's name and on the
undersigned's behalf, and submit to the U.S. Securities
and Exchange Commission (the "SEC") a Form ID,
including amendments thereto, and any other documents
necessary or appropriate to obtain codes and passwords
enabling the undersigned to make electronic filings
with the SEC of reports required by Section 16(a) of
the Securities Exchange Act of 1934, as amended, or any
rule or regulation of the SEC;
(2) execute for and on behalf of the undersigned, in the
undersigned's capacity as officer and/or director of
Foghorn Therapeutics Inc. (the "Company"), Forms 3, 4,
5 and any Schedules 13D or 13G in accordance with
Section 16(a) of the Securities Exchange Act of 1934,
as amended, and the rules thereunder;
(3) do and perform any and all acts for and on behalf of
the undersigned that may be necessary or desirable to
complete and execute any such Form 3, 4, or 5 or
Schedule 13D or 13G, complete and execute any amendment
or amendments thereto, and timely file such form with
the SEC and any stock exchange or similar authority;
and
(4) take any other action of any type whatsoever in
connection with the foregoing that, in the opinion of
each 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 each 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 each such attorney-in-fact may approve in
each such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact
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 each such
attorney-in-fact, or each 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 each foregoing attorney-in-
fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any
of the undersigned's responsibilities to comply with Section 16
of the Securities Exchange Act of 1934, as amended.
This Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 3, 4,
5, and any Schedules 13D or 13G with respect to the undersigned's
holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing
delivered to each foregoing attorney-in-fact.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 16th day of February, 2022.
/s/ Fanny Cavalie
Name: Fanny Cavalie
