SEC Filing | Seres 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^*

Nestle Health Science US Holdings, Inc.

(Last)

(First)

(Middle)

C/O NESTLE USA, INC.

383 MAIN AVE., 5TH FLOOR

(Street)

NORWALK

06851

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Seres Therapeutics, Inc. [ MCRB ]

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)
06/26/2015

4. 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 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, $0.001 par value	06/26/2015		C		3,611,111	A	⁽³⁾	5,555,555	I	See Footnote⁽¹⁾

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)
Series D Convertible Preferred Stock	⁽²⁾	06/26/2015		C			3,611,111	⁽²⁾	⁽²⁾	Common Stock	3,611,111	$0.00	0	I	See Footnote⁽¹⁾

1. Name and Address of Reporting Person^*

Nestle Health Science US Holdings, Inc.

(Last)

(First)

(Middle)

C/O NESTLE USA, INC.

383 MAIN AVE., 5TH FLOOR

(Street)

NORWALK

06851

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

NESTLE SA

(Last)

(First)

(Middle)

AVE NESTLE 55, CH-1800

(Street)

VEVEY

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

NIMCO US, Inc.

(Last)

(First)

(Middle)

383 MAIN AVE., 5TH FLOOR

(Street)

NORWALK

06851

(City)

(State)

(Zip)

Explanation of Responses:

1. Held by Nestle Health Science US Holdings, Inc. Nestle Health Science US Holdings, Inc. is a wholly owned, indirect subsidiary of NIMCO US, Inc., which is a wholly ownd subsidiary of Nestle S.A., a publically traded company. Each of these entities may be deemed to share voting and investment power with respect to all shares held by Nestle Health Science US Holdings, Inc. Eahc of the filing entities disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.

2. The Series D Preferred Stock converted into Common Stock on a 1-for-1 basis upon the listing of the issuer's shares on The NASDAQ Global Select Market. The Series D Preferred Stock had no expiration date.

3. Not applicable.

Remarks:

	NESTLE HEALTH SCIENCE US HOLDINGS, INC., By: /s/ James Pepin, Name: James Pepin, Title: President	06/26/2015
	NIMCO US, INC., By: /s/ Yun Au, Name: Yun Au, Title: Chief Legal Officer	06/26/2015
	NESTLE S.A., By: /s/ David P. Frick, Name: David P. Frick, Title: Secretary to the Board of Directors	06/26/2015
	** 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).
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