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
 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
Legorreta Pablo G.

(Last) (First) (Middle)
C/O RP MANAGEMENT, LLC,
110 E. 59TH ST., 33RD FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Epizyme, Inc. [ EPZM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/11/2021
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)
Code V Amount (A) or (D) Price
Common Stock 9,166,667(1) I See footnotes(2)(3)
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
Stock Option (Right to Buy) $13.51 (4) 11/05/2029 Common Stock 34,408 34,408 D(5)(6)
Stock Option (Right to Buy) $17.55 05/29/2021 05/29/2030 Common Stock 14,103 14,103 D(5)(6)
Stock Option (Right to Buy) $8.53 06/11/2021 A 40,559 06/11/2022(7) 06/11/2031 Common Stock 40,559 $8.53 40,559 D(5)(6)
Restricted Stock Units $0.00 06/11/2021 A 8,060 06/11/2022(8) (8) Common Stock 8,060 $0.00 8,060 D(5)(6)
1. Name and Address of Reporting Person*
Legorreta Pablo G.

(Last) (First) (Middle)
C/O RP MANAGEMENT, LLC,
110 E. 59TH ST., 33RD FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
RP Management, LLC

(Last) (First) (Middle)
C/O RP MANAGEMENT, LLC
110 E. 59TH ST., 33RD FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
RPI Finance Trust

(Last) (First) (Middle)
C/O RP MANAGEMENT, LLC
110 E. 59TH ST., 33RD FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
Explanation of Responses:
1. Represents (i) 6,666,667 shares of the Issuer's common stock and (ii) 2,500,000 shares of the Issuer's common stock, in each case acquired by RPI Finance Trust ("RPIFT") pursuant to that certain Purchase Agreement, dated November 4, 2019, by and between the Issuer and RPIFT.
2. This Form 4 is being jointly filed by RP Management, LLC ("RP Management"), RPIFT and Pablo G. Legorreta (collectively, the "Reporting Persons"). RP Management, as the manager of RPIFT, and Mr. Legorreta, as the manager of RP Management, may be deemed to have beneficial ownership under Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") of the securities beneficially owned by RPIFT. RP Management and Mr. Legorreta disclaim beneficial ownership of the securities indicated except to the extent of their pecuniary interest therein, and the reporting herein of such securities shall not be construed as an admission that RP Management and/or Mr. Legorreta are the beneficial owners thereof for purposes of Section 16 of the Exchange Act or for any other purpose. Mr. Legorreta serves on the board of directors of the Issuer as a representative of RPIFT.
3. (Continued from Footnote 2) Each of RPIFT and RP Management, LLC may be deemed to be a director by deputization of the Issuer for purposes of Section 16(b)-3(d) of the Exchange Act.
4. This option was granted to Mr. Legorreta on November 6, 2019 with respect to 34,408 shares of common stock, in connection with Mr. Legorreta's election to the board of directors of the Issuer. This option vested as to 25% of the shares on the first anniversary of the grant date and continues to vest as to an additional 2.0833% of the shares at the end of each successive month following the first anniversary of the grant date until the fourth anniversary of the grant date.
5. Mr. Legorreta is deemed to hold the derivative security and the shares issuable thereunder for the benefit of RP Management. Mr. Legorreta is the manager of RP Management. Any exercise of the derivative security, when vested, or sale of the shares issuable upon exercise shall be at the direction of RP Management and the proceeds of the sale of the shares issuable upon exercise shall be delivered to RP Management. The proceeds of the sale of the shares issuable under the derivative security will be offset against the management fee payable to RP Management by certain indirect owners (the "Funds") of RPIFT, all of which are managed by RP Management.
6. (Continued from Footnote 5) Mr. Legorreta and such Funds disclaim beneficial ownership of the securities indicated except to the extent of their pecuniary interest therein, and the reporting herein of such securities shall not be construed as an admission that Mr. Legorreta or any of such Funds is the beneficial owner thereof for purposes of Section 16 of the Exchange Act or for any other purpose. Mr. Legorreta serves on the board of directors of the Issuer as a representative of RPIFT. Each of RPIFT and RP Management may be deemed to be a director by deputization of the Issuer for purposes of Section 16(b)-3(d) of the Exchange Act.
7. This option was granted on June 11, 2021 with respect to 40,559 shares of common stock, and is scheduled to vest with respect to all shares on the first anniversary of the grant date or, if earlier, immediately prior to the first annual meeting of stockholders occurring after the grant date, subject to Mr. Legorreta's continued service as a director. In the event of a change in control of the Issuer, the option will vest in full.
8. Consists of shares of common stock issuable under 8,060 restricted stock units ("RSUs") granted on June 11, 2021, which RSUs are scheduled to vest with respect to all shares on the first anniversary of the grant date or, if earlier, immediately prior to the first annual meeting of stockholders occurring after the grant date, subject to Mr. Legorreta's continued service as a director. Each RSU represents the right to receive one share of common stock upon vesting. In the event of a change in control of the Issuer, the RSUs will vest in full.
Remarks:
/s/ Pablo G. Legorreta 06/15/2021
RP Management, LLC, By: /s/ Pablo G. Legorreta, Chief Executive Officer 06/15/2021
RPI Finance Trust, By: RP Management, LLC, its Administrator, /s/ Pablo G. Legorreta, Chief Executive Officer 06/15/2021
** 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.