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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

AFEYAN NOUBAR

(Last)

(First)

(Middle)

55 CAMBRIDGE PARKWAY, SUITE 800E

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Generate Biomedicines, Inc. [ GENB ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

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
	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	03/02/2026		C		12,723,940	A	⁽¹⁾	12,723,940	I	By Flagship Pioneering Fund VI, L.P.⁽²⁾
Common Stock	03/02/2026		C		13,702,224	A	⁽¹⁾	13,702,224	I	By Flagship Pioneering Fund VII, L.P.⁽³⁾
Common Stock	03/02/2026		C		987,491	A	⁽¹⁾	987,491	I	By Nutritional Health LTP Fund, L.P.⁽⁴⁾
Common Stock	03/02/2026		C		2,777,752	A	⁽¹⁾	2,777,752	I	By Flagship Pioneering Special Opportunities Fund II, L.P.⁽⁵⁾
Common Stock	03/02/2026		C		2,777,752	A	⁽¹⁾	2,777,752	I	By FPN II, L.P.⁽⁶⁾
Common Stock	03/02/2026		P		1,562,500	A	$16	15,264,724	I	By Flagship Pioneering Fund VII, L.P.⁽³⁾
Common Stock	03/02/2026		P		1,562,500	A	$16	4,340,252	I	By FPN II, L.P.⁽⁶⁾
Common Stock	03/02/2026		P		1,562,500	A	$16	1,562,500	I	By Pioneering Medicines 02, LLC⁽⁷⁾
Common Stock								25,016,458	I	By Flagship VentureLabs VI, LLC⁽⁸⁾

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 Option (Right to Buy)	$16	02/26/2026		A		29,561		⁽⁹⁾	02/25/2036	Common Stock	29,561	$0	29,561	D
Series A Preferred Stock	⁽¹⁾	03/02/2026		C			18,483,785	⁽¹⁾	⁽¹⁾	Common Stock	12,168,390	$0	0	I	By Flagship Pioneering Fund VI, L.P.⁽²⁾
Series A Preferred Stock	⁽¹⁾	03/02/2026		C			17,016,215	⁽¹⁾	⁽¹⁾	Common Stock	11,202,248	$0	0	I	By Flagship Pioneering Fund VII, L.P.⁽³⁾
Series A Preferred Stock	⁽¹⁾	03/02/2026		C			1,500,000	⁽¹⁾	⁽¹⁾	Common Stock	987,491	$0	0	I	By Nutritional Health LTP Fund, L.P.⁽⁴⁾
Series B Preferred Stock	⁽¹⁾	03/02/2026		C			843,881	⁽¹⁾	⁽¹⁾	Common Stock	555,550	$0	0	I	By Flagship Pioneering Fund VI, L.P.⁽²⁾
Series B Preferred Stock	⁽¹⁾	03/02/2026		C			1,265,822	⁽¹⁾	⁽¹⁾	Common Stock	833,325	$0	0	I	By Flagship Pioneering Fund VII, L.P.⁽³⁾
Series B Preferred Stock	⁽¹⁾	03/02/2026		C			2,953,586	⁽¹⁾	⁽¹⁾	Common Stock	1,944,427	$0	0	I	By Flagship Pioneering Special Opportunities Fund II, L.P.⁽⁵⁾
Series B Preferred Stock	⁽¹⁾	03/02/2026		C			2,109,704	⁽¹⁾	⁽¹⁾	Common Stock	1,388,876	$0	0	I	By FPN II, L.P.⁽⁶⁾
Series C Preferred Stock	⁽¹⁾	03/02/2026		C			2,531,644	⁽¹⁾	⁽¹⁾	Common Stock	1,666,651	$0	0	I	By Flagship Pioneering Fund VII, L.P.⁽³⁾
Series C Preferred Stock	⁽¹⁾	03/02/2026		C			1,265,822	⁽¹⁾	⁽¹⁾	Common Stock	833,325	$0	0	I	By Flagship Pioneering Special Opportunities Fund II, L.P.⁽⁵⁾
Series C Preferred Stock	⁽¹⁾	03/02/2026		C			2,109,704	⁽¹⁾	⁽¹⁾	Common Stock	1,388,876	$0	0	I	By FPN II, L.P.⁽⁶⁾

1. Name and Address of Reporting Person^*

AFEYAN NOUBAR

(Last)

(First)

(Middle)

55 CAMBRIDGE PARKWAY, SUITE 800E

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Flagship Pioneering, LLC

(Last)

(First)

(Middle)

55 CAMBRIDGE PARKWAY, SUITE 800E

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Flagship VentureLabs VI Manager LLC

(Last)

(First)

(Middle)

55 CAMBRIDGE PARKWAY, SUITE 800E

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Flagship Pioneering Fund VI General Partner LLC

(Last)

(First)

(Middle)

55 CAMBRIDGE PARKWAY, SUITE 800E

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Flagship Pioneering Fund VII General Partner LLC

(Last)

(First)

(Middle)

55 CAMBRIDGE PARKWAY, SUITE 800E

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Nutritional Health LTP Fund General Partner LLC

(Last)

(First)

(Middle)

55 CAMBRIDGE PARKWAY, SUITE 800E

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Flagship Pioneering Special Opportunities Fund II General Partner LLC

(Last)

(First)

(Middle)

55 CAMBRIDGE PARKWAY, SUITE 800E

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

FPN General Partner LLC

(Last)

(First)

(Middle)

55 CAMBRIDGE PARKWAY, SUITE 800E

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

Explanation of Responses:

1. Securities held by Flagship Pioneering Fund VI, L.P. ("Flagship Fund VI"). Flagship Pioneering Fund VI General Partner LLC ("Flagship Fund VI GP") is the general partner of Flagship Fund VI. Flagship Pioneering, LLC ("Flagship Pioneering") is the manager of Flagship Fund VI GP. Noubar B. Afeyan, Ph.D. is the ultimate control person of Flagship Pioneering. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.

2. Each share of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock (collectively, the "Preferred Stock") automatically converted into shares of the Issuer's Common Stock on a one-for-1.5190 basis upon the closing of the Issuer's initial public offering on March 2, 2026. The Preferred Stock had no expiration date.

3. Securities held by Flagship Pioneering Fund VII, L.P. ("Flagship Fund VII"). Flagship Pioneering Fund VII General Partner LLC ("Flagship Fund VII GP") is the general partner of Flagship Fund VII. Flagship Pioneering is the manager of Flagship Fund VII GP. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.

4. Securities held by Nutritional Health LTP Fund, L.P. ("Nutritional LTP"). Nutritional Health LTP Fund General Partner LLC ("Nutritional LTP GP") is the general partner of Nutritional LTP. Flagship Pioneering is the manager of Nutritional LTP GP. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.

5. Securities held by Flagship Pioneering Special Opportunities Fund II, L.P. ("Flagship Opportunities Fund II"). Flagship Pioneering Special Opportunities Fund II General Partner LLC ("Flagship Opportunities Fund II GP") is the general partner of Flagship Opportunities Fund II. Flagship Pioneering is the manager of Flagship Opportunities Fund II GP. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.

6. Securities held by FPN II, L.P. ("FPN II Fund"). FPN General Partner LLC ("FPN GP") is the general partner of FPN II Fund. Flagship Pioneering is the manager of FPN GP. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.

7. Securities held by Pioneering Medicine 02, LLC ("PM02"). Charles R. Carelli, Jr., Chief Financial Officer of Flagship Pioneering, is the sole manager of PM02, and Flagship Fund VII is its majority equity holder. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.

8. Securities held by Flagship VentureLabs VI LLC ("VentureLabs VI"). Flagship VentureLabs VI Manager LLC ("VentureLabs VI Manager") is the manager of VentureLabs VI. Flagship Pioneering is the manager of VentureLabs VI Manager. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.

9. The shares underlying this option shall vest in full on February 19, 2027, subject to the Reporting Person's continued service on such vesting date.

Remarks:

Form 2 of 2: This is the second of two Forms 4 being filed relating to the same event. The Form 4 is being split into two filings because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 Reporting Persons. Each Form 4 is filed by Designated Filer Noubar Afeyan.

	/s/ Noubar B. Afeyan, Ph.D.	03/02/2026
	Flagship Pioneering, LLC, By: /s/ Noubar B. Afeyan, Ph.D., Title: Sole Member and Manager of Manager	03/02/2026
	Flagship VentureLabs VI Manager LLC, By: /s/ Noubar B. Afeyan, Ph.D., Title: Sole Member and Manager of Manager of Manager	03/02/2026
	Flagship Pioneering Fund VI General Partner LLC, By: /s/ Noubar B. Afeyan, Ph.D., Title: Sole Member and Manager of Manager of Manager	03/02/2026
	Flagship Pioneering Fund VII General Partner LLC, By: /s/ Noubar B. Afeyan, Ph.D., Title: Sole Member and Manager of Manager of Manager	03/02/2026
	Nutritional Health LTP Fund General Partner LLC, By: /s/ Noubar B. Afeyan, Ph.D., Title: Sole Member and Manager of Manager of Manager	03/02/2026
	Flagship Pioneering Special Opportunities Fund II General Partner LLC, By: /s/ Noubar B. Afeyan Ph.D., Title: Sole Member and Manager of Manager of Manager	03/02/2026
	FPN General Partner LLC, By: /s/ Noubar B. Afeyan, Ph.D., Title: Sole Member and Manager of Manager of Manager	03/02/2026
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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