SEC FORM 4

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^*

Atlas Venture Fund X, L.P.

(Last)

(First)

(Middle)

300 TECHNOLOGY SQUARE, 8TH FLOOR

(Street)

CAMBRIDGE

02139

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Disc Medicine, Inc. [ IRON ]

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)
12/12/2023

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	12/12/2023		S		31,235	D	$59.87⁽¹⁾	1,562,550	D⁽²⁾
Common Stock	12/12/2023		S		20,823	D	$59.87⁽¹⁾	861,401	I	See footnote⁽³⁾
Common Stock	12/12/2023		S		632	D	$60.99⁽⁴⁾	1,561,918	D⁽²⁾
Common Stock	12/12/2023		S		422	D	$60.99⁽⁴⁾	860,979	I	See footnote⁽³⁾
Common Stock	12/12/2023		S		6,234	D	$62.42⁽⁵⁾	1,555,684	D⁽²⁾
Common Stock	12/12/2023		S		4,155	D	$62.42⁽⁵⁾	856,824	I	See footnote⁽³⁾
Common Stock	12/12/2023		S		994	D	$62.9⁽⁶⁾	1,554,690	D⁽²⁾
Common Stock	12/12/2023		S		665	D	$62.9⁽⁶⁾	856,159	I	See footnote⁽³⁾
Common Stock	12/12/2023		S		1,031	D	$63.78⁽⁷⁾	1,553,659	D⁽²⁾
Common Stock	12/12/2023		S		688	D	$63.78⁽⁷⁾	855,471	I	See footnote⁽³⁾
Common Stock	12/12/2023		S		27,924	D	$65.1⁽⁸⁾	1,525,735	D⁽²⁾
Common Stock	12/12/2023		S		18,615	D	$65.1⁽⁸⁾	836,856	I	See footnote⁽³⁾
Common Stock	12/12/2023		S		9,901	D	$65.77⁽⁹⁾	1,515,834	D⁽²⁾
Common Stock	12/12/2023		S		6,599	D	$65.77⁽⁹⁾	830,257	I	See footnote⁽³⁾
Common Stock	12/13/2023		S		5,263	D	$59.99⁽¹⁰⁾	1,510,571	D⁽²⁾
Common Stock	12/13/2023		S		3,508	D	$59.99⁽¹⁰⁾	826,749	I	See footnote⁽³⁾
Common Stock	12/13/2023		S		60	D	$60.5	1,510,511	D⁽²⁾
Common Stock	12/13/2023		S		40	D	$60.5	826,709	I	See footnote⁽³⁾
Common Stock	12/14/2023		S		30,645	D	$58.27⁽¹¹⁾	1,479,866	D⁽²⁾
Common Stock	12/14/2023		S		20,429	D	$58.27⁽¹¹⁾	806,280	I	See footnote⁽³⁾
Common Stock	12/14/2023		S		180	D	$59.74⁽¹²⁾	1,479,686	D⁽²⁾
Common Stock	12/14/2023		S		120	D	$59.74⁽¹²⁾	806,160	I	See footnote⁽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)
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)

1. Name and Address of Reporting Person^*

Atlas Venture Fund X, L.P.

(Last)

(First)

(Middle)

300 TECHNOLOGY SQUARE, 8TH FLOOR

(Street)

CAMBRIDGE

02139

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ATLAS VENTURE ASSOCIATES X, L.P.

(Last)

(First)

(Middle)

300 TECHNOLOGY SQUARE, 8TH FLOOR

(Street)

CAMBRIDGE

02139

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Atlas Venture Associates X, LLC

(Last)

(First)

(Middle)

300 TECHNOLOGY SQUARE, 8TH FLOOR

(Street)

CAMBRIDGE

02139

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Atlas Venture Opportunity Fund I, L.P.

(Last)

(First)

(Middle)

300 TECHNOLOGY SQUARE, 8TH FLOOR

(Street)

CAMBRIDGE

02139

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Atlas Venture Associates Opportunity I, L.P.

(Last)

(First)

(Middle)

300 TECHNOLOGY SQUARE, 8TH FLOOR

(Street)

CAMBRIDGE

02139

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Atlas Venture Associates Opportunity I, LLC

(Last)

(First)

(Middle)

300 TECHNOLOGY SQUARE, 8TH FLOOR

(Street)

CAMBRIDGE

(City)

(State)

(Zip)

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.50 to $60.497 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1), (4), (5), (6), (7), (8), (9), (10), (11) and (12).

2. These shares are held directly by Atlas Venture Fund X, L.P. ("Atlas X"). Atlas Venture Associates X, L.P. ("Associates X") is the general partner of Atlas X. Atlas Venture Associates X, LLC ("Associates X LLC") is the general partner of Associates X. Each of Associates X and Associates X LLC disclaims Section 16 beneficial ownership of the securities held by Atlas X, except to the extent of its pecuniary interest therein, if any.

3. These shares are held directly by Atlas Venture Opportunity Fund I, L.P. ("Atlas Opportunity I"). Atlas Venture Associates Opportunity I, L.P. ("Associates I") is the general partner of Atlas Opportunity I. Atlas Venture Associates Opportunity I, LLC ("Associates I LLC") is the general partner of Associates I. Each of Associates I and Associates I LLC disclaims Section 16 beneficial ownership of the securities held by Atlas Opportunity I, except to the extent of its pecuniary interest therein, if any.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60.51 to $61.50 inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.5297 to $62.5175 inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.6436 to $63.3256 inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.70 to $64.67 inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.7499 to $65.735 inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.745 to $66.32 inclusive.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.50 to $60.4381 inclusive.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.25 to $58.65 inclusive.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.53 to $60.17 inclusive.

Remarks:

	Atlas Venture Fund X, L.P., By: Atlas Venture Associates X, L.P., its general partner, By: Atlas Venture Associates X, LLC, its general partner, By: Ommer Chohan, Chief Financial Officer /s/ Ommer Chohan	12/14/2023
	Atlas Venture Associates X, L.P., By: Atlas Venture Associates X, LLC, its general partner, By: Ommer Chohan, Chief Financial Officer /s/ Ommer Chohan	12/14/2023
	Atlas Venture Associates X, LLC By: Ommer Chohan, Chief Financial Officer /s/ Ommer Chohan	12/14/2023
	Atlas Venture Opportunity Fund I, L.P., By: Atlas Venture Associates Opportunity I, L.P., its general partner, By: Atlas Venture Associates Opportunity I, LLC, its general partner, By: Ommer Chohan, Chief Financial Officer /s/ Ommer Chohan	12/14/2023
	Atlas Venture Associates Opportunity I, L.P., By: Atlas Venture Associates Opportunity I, LLC, its general partner, By: Ommer Chohan, Chief Financial Officer /s/ Ommer Chohan	12/14/2023
	Atlas Venture Associates Opportunity I, LLC By: Ommer Chohan, Chief Financial Officer /s/ Ommer Chohan	12/14/2023
	** 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).
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Atlas Venture Fund X, L.P. sold $11,684,586 worth of shares (190,163 units at $61.45) (SEC Form 4)