Edgar Filing: CHIASMA, INC

Ownership Submission

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0104

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â MPM BioVentures IV QP LP

2. Date of Event Requiring Statement (Month/Day/Year)
07/15/2015

3. Issuer Name and Ticker or Trading Symbol
CHIASMA, INC [CHMA]

(Last)

(First)

(Middle)

C/O MPM CAPITAL,Â 450 KENDALL STREET

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

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

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

(Street)

CAMBRIDGE,Â MAÂ 02142

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	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 control number.

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 of Derivative Security: 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		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B-1' Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	10,426	$ ⁽¹⁾	I	See Footnote ⁽²⁾
Series C' Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	2,488,171	$ ⁽¹⁾	I	See Footnote ⁽³⁾
Series D' Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	1,759,381	$ ⁽¹⁾	I	See Footnote ⁽⁴⁾
Series E Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	1,423,566	$ ⁽¹⁾	I	See Footnote ⁽⁵⁾
Warrant (Right to Buy)	06/24/2011	06/24/2016	Common Stock	54,752	$ 0.0913	I	See Footnote ⁽⁶⁾
Warrant (Right to Buy)	10/22/2012	10/22/2022	Common Stock	513,281	$ 0.0913	I	See Footnote ⁽⁷⁾
Warrant (Right to Buy)	03/28/2013	03/28/2022	Common Stock	513,281	$ 0.0913	I	See Footnote ⁽⁷⁾
Warrant (Right to Buy)	12/16/2014	12/16/2024	Common Stock	355,889	$ 9.132	I	See Footnote ⁽⁸⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MPM BioVentures IV QP LP C/O MPM CAPITAL 450 KENDALL STREET CAMBRIDGE,Â MAÂ 02142	Â	Â X	Â	Â
EVNIN LUKE C/O MPM CAPITAL 450 KENDALL STREET CAMBRIDGE,Â MAÂ 02142	Â	Â X	Â	Â
Scopa James Paul C/O MPM CAPITAL 450 KENDALL STREET CAMBRIDGE,Â MAÂ 02142	Â	Â X	Â	Â
KAILIAN VAUGHN M C/O MPM CAPITAL 450 KENDALL STREET CAMBRIDGE,Â MAÂ 02142	Â	Â X	Â	Â
MPM Asset Management Investors BV4 LLC C/O MPM CAPITAL 450 KENDALL STREET CAMBRIDGE,Â MAÂ 02142	Â	Â X	Â	Â
MPM Bio IV NVS Strategic Fund LP C/O MPM CAPITAL 450 KENDALL STREET CAMBRIDGE,Â MAÂ 02142	Â	Â X	Â	Â
MPM BioVentures IV GmbH & Co. Beteiligungs KG C/O MPM CAPITAL 450 KENDALL STREET CAMBRIDGE,Â MAÂ 02142	Â	Â X	Â	Â
MPM BioVentures IV GP LLC C/O MPM CAPITAL 450 KENDALL STREET CAMBRIDGE,Â MAÂ 02142	Â	Â X	Â	Â
MPM BioVentures IV LLC C/O MPM CAPITAL 450 KENDALL STREET CAMBRIDGE,Â MAÂ 02142	Â	Â X	Â	Â

Signatures

By Luke Evnin, member of MPM BioVenture IV LLC, the managing member of MPM BioVentures IV GP LLC, the general partner of MPM BioVentures IV-QP, L.P. /s/ Luke Evnin		07/15/2015
^**Signature of Reporting Person		Date
/s/ Luke Evnin		07/15/2015
^**Signature of Reporting Person		Date
/s/ James Paul Scopa		07/15/2015
^**Signature of Reporting Person		Date
/s/ Vaughn M. Kailian		07/15/2015
^**Signature of Reporting Person		Date
By Luke Evnin, member of MPM BioVenture IV LLC, the manager of MPM Asset Management Investors BV4 LLC /s/ Luke Evnin		07/15/2015
^**Signature of Reporting Person		Date
By Luke Evnin, member of MPM BioVenture IV LLC, the managing member of MPM BioVentures IV GP LLC, the general partner of MPM Bio IV NVS Strategic Fund, L.P. /s/ Luke Evnin		07/15/2015
^**Signature of Reporting Person		Date
By Luke Evnin, member of MPM BioVenture IV LLC, the managing member of MPM BioVentures IV GP LLC, the managing limited partner of MPM BioVentures IV GmbH & Co. Beteiligungs KG /s/ Luke Evnin		07/15/2015
^**Signature of Reporting Person		Date
By Luke Evnin, member of MPM BioVenture IV LLC, the managing member of MPM BioVentures IV GP LLC /s/ Luke Evnin		07/15/2015
^**Signature of Reporting Person		Date
By Luke Evnin, member of MPM BioVenture IV LLC /s/ Luke Evnin		07/15/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Each share of Series B-1' Preferred Stock, Series C' Preferred Stock, Series D' Preferred Stock and Series E Preferred Stock is convertible into 0.109505 of a share of Common Stock without payment of further consideration and will automatically convert into 0.109505 of a share of Common Stock immediately prior to the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date.
(2)	The shares are held as follows: 9,773 by MPM BioVentures IV-QP, L.P. ("BV IV QP"), 376 by MPM BioVentures IV GmbH & Co. Beteiligungs KG ("BV IV KG") and 277 by MPM Asset Management Investors BV4 LLC ("AM BV4"). MPM BioVentures IV GP LLC ("BV GP LLC") and MPM BioVentures IV LLC ("BV LLC") are the direct and indirect general partners of BV IV QP and BV IV KG and BV LLC is the manager of AM BV4. Ansbert Gadicke, Luke Evnin, Vaughn M. Kailian, James Paul Scopa and Todd Foley are the members of BV LLC. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its respective pecuniary interest therein.
(3)	The shares are held as follows: 1,479,910 by BV IV QP, 57,016 by BV IV KG, 42,083 by AM BV4 and 909,162 by MPM Bio IV NVS Strategic Fund, L.P. ("BV IV SF"). BV GP LLC and BV LLC are the direct and indirect general partners of BV IV SF. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its respective pecuniary interest therein.
(4)	The shares are held as follows: 1,539,486 by BV IV QP, 59,313 by BV IV KG, 43,776 by AM BV4 and 116,806 by BV IV SF. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its respective pecuniary interest therein.
(5)	The shares are held as follows: 939,089 by BV IV QP, 36,179 by BV IV KG, 26,704 by AM BV4 and 421,594 by BV IV SF. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its respective pecuniary interest therein.
(6)	The warrants are held as follows: 51,316 by BV IV QP, 1,977 by BV IV KG and 1,459 by AM BV4. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its respective pecuniary interest therein.
(7)	The warrants are held as follows: 481,068 by BV IV QP, 18,534 by BV IV KG and 13,679 by AM BV4. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its respective pecuniary interest therein.
(8)	The warrants are held as follows: 234,772 by BV IV QP, 9,044 by BV IV KG, 6,675 by AM BV4 and 105,398 BV IV SF. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its respective pecuniary interest therein.

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