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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*
Henn Matthew R.
(Last) (First) (Middle)
C/O SERES THERAPEUTICS, INC.
200 SIDNEY STREET
(Street)
CAMBRIDGE MA 02139
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/01/2019 		3. Issuer Name and Ticker or Trading Symbol
Seres Therapeutics, Inc. [ MCRB ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Scientific Officer
 5. 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 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 4,500 D
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) (1) 06/25/2025 Common Stock 40,000 18 D
Stock Option (Right to Buy) (2) 01/31/2026 Common Stock 12,500 26.2 D
Stock Option (Right to Buy) (3) 01/25/2027 Common Stock 30,000 9.89 D
Restricted Stock Units (4) (5) Common Stock 7,500 (6) D
Stock Option (Right to Buy) (7) 01/29/2028 Common Stock 60,000 10.42 D
Stock Option (Right to Buy) (8) 01/24/2029 Common Stock 73,500 6.01 D
Explanation of Responses:
1. The option has vested as to 25% of the shares on June 26, 2016. The remainder of the shares will vest or have vested in 12 equal quarterly installments thereafter.
2. The option has vested as to 25% of the shares on February 1, 2017. The remainder of the shares will vest or have vested in 12 equal quarterly installments thereafter.
3. The option has vested as to 25% of the shares on January 26, 2018. The remainder of the shares will vest or have vested in 12 equal quarterly installments thereafter.
4. These restricted stock units have vested and settled or will vest and settle as to 20% of the restricted stock units on January 26, 2018, 30% on January 26, 2019 and 50% on January 26, 2020.
5. Not applicable.
6. Each restricted stock unit represents a contingent right to receive one share of Issuer common stock.
7. The option has vested as to 25% of the shares on January 30, 2019. The remainder of the shares will vest in 12 equal quarterly installments thereafter.
8. The option vests as to 25% of the shares on January 25, 2020. The remainder of the shares will vest in 12 equal quarterly installments thereafter.
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney
/s/ Eric D. Shaff, Attorney-in-fact 02/11/2019
** 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.
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.
                                                                     Exhibit 24

                                  POWER OF ATTORNEY

     KNOW ALL BY THESE PRESENTS, as of this 6th day of February, 2019, that the
undersigned hereby constitutes and appoints the Chief Executive Officer of Seres
Therapeutics, Inc. (the "Company"), who is currently Eric D. Shaff, and the
Chief Legal Officer of the Company who is currently Thomas J. DesRosier, or any
or each of them signing singly, and with full power of substitution, 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 (the "Exchange
         Act") or any rule or regulation of the SEC;

     (2) execute for and on behalf of the undersigned, in the undersigned's
         capacity as an officer and/or director of the Company, Forms 3, 4, and
         5 in accordance with Section 16(a) of the Exchange Act and the rules
         thereunder;

     (3) 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, 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 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 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 and/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 is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Exchange Act.

     This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 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 the
foregoing attorneys-in-fact.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of the date first written above.



/s/ Matthew Henn, Ph.D.
---------------------------------
Signature

Matthew Henn, Ph.D.
---------------------------------
Printed Name