Epizyme : Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
OMB APPROVAL
Washington, D.C. 20549
OMB Number:	3235-0287
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP	Estimated average burden
hours per response:	0.5

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934

or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person *

2. Issuer Name and Ticker or Trading Symbol

5. Relationship of Reporting Person(s) to Issuer

Legorreta Pablo G.

Epizyme, Inc.[ EPZM ]

(Check all applicable)

X Director

X 10% Owner

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

Officer (give title

Other (specify

02/11/2020

(Last)

(First)

(Middle)

below)

below)

C/O RP MANAGEMENT, LLC,

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable

110 E. 59TH ST., 33RD FLOOR

Line)

Form filed by One Reporting Person

(Street)

X

Form filed by More than One Reporting

NEW YORK

NY

10022

Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)

2. Transaction

2A. Deemed

3.

4. Securities Acquired (A) or

5. Amount of

6. Ownership

7. Nature of

Date

Execution Date,

Transaction

Disposed Of (D) (Instr. 3, 4 and 5)

Securities

Form: Direct

Indirect

(Month/Day/Year)

if any

Code (Instr.

Beneficially

(D) or Indirect

Beneficial

(Month/Day/Year)

8)

Owned Following

(I) (Instr. 4)

Ownership

Reported

(Instr. 4)

(A) or

Code

V

Amount

Price

Transaction(s)

(D)

(Instr. 3 and 4)

Common Stock

02/11/2020

A

2,500,000(1)

A

$20

9,166,667

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

2.

3. Transaction

3A. Deemed

4.

5.

6. Date Exercisable and

7. Title and Amount of

8. Price

9. Number of

10.

11. Nature of

Derivative

Conversion

Date

Execution Date,

Transaction

Number

Expiration Date

Securities Underlying

of

derivative

Ownership

Indirect

Security

or Exercise

(Month/Day/Year)

if any

Code (Instr.

of

(Month/Day/Year)

Derivative Security

Derivative

Securities

Form:

Beneficial

(Instr. 3)

Price of

(Month/Day/Year)

8)

Derivative

(Instr. 3 and 4)

Security

Beneficially

Direct (D)

Ownership

Derivative

Securities

(Instr. 5)

Owned

or Indirect

(Instr. 4)

Security

Acquired

Following

(I) (Instr. 4)

(A) or

Reported

Disposed

Transaction(s)

of (D)

(Instr. 4)

(Instr. 3,

4 and 5)

Amount or

Date

Expiration

Number of

Code

V

(A)

(D)

Exercisable

Date

Title

Shares

Warrant

(4)

(4)

(4)

Common

2,500,000

(4)

See

(Right to

$20

11/06/2019

11/06/2022

2,500,000

I

footnotes(2)(3)

Buy)

Stock

Stock

Option

$13.51

(5)

11/05/2029

Common

34,408

34,408

D(6)(7)

(Right to

Stock

Buy)

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 2,500,000 shares of the Issuer's common stock acquired by RPI Finance Trust ("RPIFT") on February 11, 2020 pursuant to that certain Purchase Agreement, dated November 4, 2019, by and between the Issuer and RPIFT (the "Purchase Agreement"), whereby the Issuer had the option, subject to certain conditions, to sell $50 million of its common stock to RPIFT until May 6, 2021 at a maximum price of $20.00 per share. The Issuer exercised this option on December 30, 2019 and on February 11, 2020, the Issuer issued and sold to RPIFT 2,500,000 shares of its common stock at a price of $20.00 per share.
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. Pursuant to the terms of the Purchase Agreement, on November 6, 2019, RPIFT acquired a warrant to purchase up to 2,500,000 shares of the Issuer's common stock at a price of $20.00 per share, subject to adjustment in accordance with the terms thereof (the "Warrant"). The Warrant became immediately exercisable, in whole or in part, on November 6, 2019 and terminates on November 6, 2022.
5. This option was granted to Mr. Legorreta on November 6, 2019 pursuant to the Issuer's 2013 Stock Incentive Plan 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 vests as to 25% of the shares on the first anniversary of the grant date and 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.
6. Mr. Legorreta is deemed to hold the stock option and the shares issuable thereunder for the benefit of RP Management. Mr. Legorreta is the manager of RP Management. Any exercise of the stock option, 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 stock option 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.
7. (Continued from Footnote 6) 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.

Remarks:

/s/ Pablo G. Legorreta

RP Management, LLC, By: /s/

Pablo G. Legorreta, Chief

Executive Officer

RPI Finance Trust, By: RP

Management, LLC, its

Administrator, /s/ Pablo G.

Legorreta, Chief Executive

Officer

02/13/2020

02/13/2020

02/13/2020

** 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.
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