SEC Filing | Foghorn Therapeutics

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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^*

Reine Allan

(Last)

(First)

(Middle)

500 TECHNOLOGY SQUARE

STE #700

(Street)

CAMBRIDGE

02139

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Foghorn Therapeutics Inc. [ FHTX ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/16/2024

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

Rule 10b5-1(c) Transaction Indication

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.

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								53,784	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (Right to buy)	$3.72							⁽¹⁾	09/16/2029	Common Stock	257,513		257,513	D
Stock Option (right to buy)	$8.77							⁽²⁾	08/17/2030	Common Stock	91,891		91,891	D
Stock Option (right to buy)	$16.63							⁽³⁾	01/27/2031	Common Stock	120,000		120,000	D
Stock Option (right to buy)	$14.87							⁽⁴⁾	01/25/2032	Common Stock	135,000		135,000	D
Stock Option (right to buy)	$8.38							⁽⁵⁾	01/25/2033	Common Stock	90,000		90,000	D

Explanation of Responses:

1. The option vested as to 25% of the underlying shares of common stock on September 17, 2020, and thereafter at a rate of 6.25% of the underlying shares on the first day of each calendar quarter.

2. The option vested as to 25% of the underlying shares of common stock on August 18, 2021, and thereafter at a rate of 6.25% of the underlying shares on the first day of each calendar quarter.

3. The option vested as to 25% of the underlying shares of common stock on January 28, 2022, and thereafter at a rate of 6.25% of the underlying shares on the first day of each calendar quarter.

4. The option vested as to 25% of the underlying shares of common stock on January 26, 2023, and thereafter at a rate of 6.25% of the underlying shares on the first day of each calendar quarter.

5. The option vests as to 25% of the underlying shares of common stock on January 26, 2024, and thereafter at a rate of 6.25% of the underlying shares on the first day of each calendar quarter.

Remarks:

Exit Form 4 filed solely to report the Reporting Person is no longer an officer of the Issuer within the meaning of Rule 16a-1 of the Securities Exchange Act of 1934, as amended.

	/s /Adrian Gottschalk, Attorney-in-Fact for Allan Reine	01/17/2024
	** 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).
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