SEC FORM 3

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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Rhodes Jason P

(Last)

(First)

(Middle)

300 TECHNOLOGY SQ, 8TH FLOOR

(Street)

CAMBRIDGE,

02139

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/05/2021

3. Issuer Name and Ticker or Trading Symbol
Gemini Therapeutics, Inc. /DE [ GMTX ]

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

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

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	4,015,045	I	See Footnote⁽¹⁾
Common Stock	729,320	I	See Footnote⁽¹⁾
Common Stock	510,000	I	See Footnote⁽²⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)

Explanation of Responses:

1. Represents 4,744,365 shares issued as Merger Consideration pursuant to the Merger Agreement. Atlas Venture Associates X, L.P. ("Atlas X LP") is the general partner of Atlas Fund X, and Atlas Venture Associates X, LLC ("Atlas X LLC") is the general partner of Atlas X LP. Each of Atlas Fund X, Atlas X LP. and Atlas X LLC may be deemed to beneficially own the shares held by Atlas Fund X. Each of Atlas X LP and Atlas X LLC disclaim Section 16 beneficial ownership of the securities owned by Atlas Fund X. Atlas Venture Associates Opportunity I, L.P. ("Atlas I LP") is the general partner of Atlas Fund I, and Atlas Venture Associates Opportunity I, LLC ("AVAO, LLC") is the general partner of Atlas I LP. Each of Atlas Fund I, Atlas I LP and AVAO LLC may be deemed to beneficially own the shares held by Atlas Fund I. Each of Atlas I LP and AVAO LLC disclaim Section 16 beneficial ownership of the securities owned by Atlas Fund I.

2. Represents 510,000 shares issued in the private placement of public securities ("PIPE") on February 5, 2021 to Atlas Venture Fund XII, L.P. ("Atlas Fund XII"). The general partner of Atlas Fund XII is Atlas Venture Associates XII, L.P. ("AVA XII LP"). Atlas Venture Associates XII, LLC ("AVA XII LLC") is the general partner of AVA XII LP. Bruce Booth, Jean- Francois Formela, David Grayzel, Jason Rhodes, Michael Gladstone and Kevin Bitterman are the members of Atlas XII LLC and collectively make investment decisions on behalf of Atlas XII LLC. Each of Atlas Fund XII, AVA XII LP, and AVA XII LLC may be deemed to beneficially own the shares held by Atlas Fund XII. Jason Rhodes is also a member of our board of directors. Mr. Rhodes disclaims beneficial ownership of the shares listed, except to the extent of his pecuniary interest therein, if any.

	By: /s/ Ommer Chohan By: Ommer Chohan, attorney-in-fact	02/09/2021
	** 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 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.

SEC Form 3: P Jason Rhodes claimed ownership of 5,254,365 units of Common Stock