UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No._)*
FLEX PHARMA, INC.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
33938A105
(CUSIP Number)
Boston Foundation, Inc.
George C. Wilson, Assistant Treasurer
75 Arlington Street Boston, MA 02116
617-338-1626
george.wilson@tbf.com
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 20, 2018
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition that is the subject of
this Schedule 13D, and is filing this schedule because of
240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. /__/
NOTE: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all
exhibits. See Rule 13d-7 for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 33938A105
(1) Names of reporting persons
Boston Foundation, Inc.
(2) Check the appropriate box if a member of a group
(a)
(see instructions)
(b)
(3) SEC use only
(4) Source of funds (see instructions)
OO
(5) Check if disclosure of legal proceedings is required
pursuant to Items 2(d) or 2(e)
(6) Citizenship or place of organization
MA
Number of shares beneficially owned by each reporting person
with:
(7) Sole voting power
2,200,000
(8) Shared voting power
(9) Sole dispositive power
2,200,000
(10) Shared dispositive power
(11) Aggregate amount beneficially owned by each reporting
person 2,200,000 shares
(12) Check if the aggregate amount in Row (11) excludes
certain shares (see instructions)
(13) Percent of class represented by amount in Row (11)
12.2%
(14) Type of reporting person (see instructions)
CO
Item 1. Security and Issuer.
This Schedule 13D is filed with respect to the ownership by
the Reporting Person (as defined in Item 2 below) of shares of
the Common Stock, par value $0.0001 per share, of Flex Pharma,
Inc., a Delaware corporation (the "Issuer"). The address of the
principal executive offices of the Issuer is 800 Boylston
Street, 24th Floor, Boston, MA 02199.
Item 2. Identity and Background. The information provided below
relates to the Reporting Person. Exhibit A attached hereto sets
forth the name, and principal occupation of each executive
officer ("Executive Officers") and member of the board of
directors ("Directors") of the Reporting Person.
(a) This Schedule 13D is filed by Boston Foundation, Inc., a
Massachusetts corporation (the "Reporting Person") doing
business as The Boston Foundation, or TBF.
(b) The business address of the Reporting Person and of each of
the Executive Officers is
Boston Foundation, Inc.
75 Arlington Street
Boston, MA 02116
Each of the Directors has a business address c/o Boston
Foundation, Inc., 75 Arlington Street, Boston, MA 02116.
(c) The present principal occupation of the Reporting Person is
as a community foundation, exempt from federal income taxes
pursuant to Section 501(c)(3) of the Internal Revenue Code,
which devotes its resources to building and sustaining a vital,
prosperous Boston, MA city and region.
(d) During the last five years, none of the Reporting Person
nor, to the knowledge of Reporting Person, its Executive
Officers or Directors has been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, none of the Reporting Person
nor, to the knowledge of Reporting Person, its Executive
Officers or Directors was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such
laws.
(f) The Reporting Person is a corporation organized under the
laws of the Commonwealth of Massachusetts. All of the Reporting
Person's Executive Officers and Directors are citizens of the
United States of America. Director Dwight Poler is also a
citizen of the United Kingdom.
Item 3. Source and Amount of Funds or Other Consideration. The
shares of the Common Stock of the Issuer were given to the
Reporting Person pursuant to its standard Donor Advised Fund
Gift Agreement, without consideration, for use in furtherance of
the charitable purpose and mission of the Reporting Person.
Item 4. Purpose of Transaction. The Reporting Person accepted
the gift of the shares of the Common Stock of the Issuer to
provide funds for use in furtherance of the charitable purpose
and mission of the Reporting Person.
(a) The Reporting Person plans the orderly liquidation of the
shares of Common Stock of the Issuer in accordance with Rule 144
under the Securities Act of 1933, as amended.
(b) The Reporting Person has no plans to effect any
extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of
its subsidiaries.
(c) The Reporting Person has no plans to effect any sale or
transfer of a material amount of assets of the Issuer or any of
its subsidiaries.
(d) The Reporting Person has no plans to effect any change in
the present board of directors or management of the Issuer,
including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board.
(e) The Reporting Person has no plans to effect any material
change in the present capitalization or dividend policy of the
Issuer.
(f) The Reporting Person has no plans to effect any other
material change in the Issuer's business or corporate structure.
(g) The Reporting Person has no plans to effect any changes in
the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of
control of the Issuer by any person.
(h) The Reporting Person has no plans to cause any class of
securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national
securities association.
(i) The Reporting Person has no plans to cause any class of
equity securities of the Issuer to become eligible for
termination of registration pursuant to section 12(g)(4) of the
Securities Exchange Act of 1934, as amended.
(j) The Reporting Person has no current plans to effect any
action similar to any of those enumerated in clauses (b) through
(i) above.
Item 5. Interest in Securities of the Issuer. (a) The Reporting
Person acquired 2,200,000 shares of the Common Stock of the
Issuer, or 12.18% of the outstanding shares of Common Stock,
calculated based on 18,069,476 shares of Common Stock
outstanding as of October 31, 2018, as reported by the Issuer on
its Quarterly Report on Form 10-Q for the quarter ended
September 30, 2018, filed with the Securities and Exchange
Commission.
(b) The Reporting Person has the sole power to vote or to direct
the vote, and the sole power to dispose or to direct the
disposition all 2,200,000 of the shares of Common Stock of the
Issuer. The Reporting Person's executive officers have the
power to determine the timing of the sale of the Common Stock of
the Issuer by the Reporting Person.
(c) Other than the receipt by the Reporting Person of the gift
of the 2,200,000 shares of the Common Stock of the Issuer on
December 18, 2018, none of the Reporting Person nor, to the
knowledge of the Reporting Person, any of its Executive Officers
or Directors had any transactions in the Common Stock of the
Issuer.
(d) No person other than the Reporting Person is known to have
the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the shares of
Common Stock of the Issuer held by the Reporting Person.
(e) Reporting Person will amend this Schedule 13D when it ceases
to be the beneficial owner of more than five percent of the
Common Stock of the Issuer.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer. None of the Reporting
Person nor, to the knowledge of the Reporting Person, its
Executive Officers and Directors has any contracts,
arrangements, understandings or relationships (legal or
otherwise) among or between such persons and any other person
with respect to any securities of the Issuer, including but not
limited to transfer or voting of any of the securities, finder's
fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or
the giving or withholding of proxies, naming the persons with
whom such contracts, arrangements, understandings or
relationships have been entered into.
Item 7. Material to be Filed as Exhibits. None.
Signature. After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth
in this statement is true, complete and correct.
Date: December , 2018 Boston Foundation,
Inc.
By: /s/ George C. Wilson
George C. Wilson
Title: Assistant Treasurer
ATTENTION: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001).
Exhibit A
to
Schedule 13D
Filed by Boston Foundation, Inc., as Reporting Person
Executive Officers
Name of Executive Officer Present Principal Occupation/Employer
Paul S. Grogan President and Chief Executive Officer of Reporting Person and Ex Officio Member of the Board of Directors
Alfred F. Van Ranst, Jr. Treasurer and Chief Financial Officer of Reporting Person
Timothy B. Gassert Secretary of Reporting Person
George C. Wilson Assistant Treasurer of Reporting Person
Barbara Hindley Assistant Secretary of Reporting Person
Kate Guedj Vice President and Chief Philanthropy Officer
Keith Mahoney Vice President of Communications
Stephen Chan Vice President, Strategy and Operations
Board of Directors
Name of Director Present Principal Occupation/Employer
Sandra Edgerly Chair, Board of Directors of the Reporting Person
Zamawa Arenas Founder and Chief Executive Officer / Flowetik
Andrew Arnott President and Chief Executive officer / John Hancock Investments
Vanessa Calderon-Rosado Executive Director / Inquilinos Boricuas en Accion
Brian J. Conway Managing Partner / TA Associates
Pam Y. Eddinger, Ph.D. President / Bunker Hill Community College
Michael Eisenson Managing Director and Co-Chairman / Charlesbank Capital Partners
Grace Fey President / Grace Fey Advisors
Paul C. Gannon Retired Partner and Chief Operating Officer of The Baupost Group
Paul S. Grogan President and Chief Executive Officer of Reporting Person and Ex Officio Member of the Board of Directors
Rev. Dr. Gregory Grover Pastor / Charles Street A.M.E. Church
Paul W. Lee Counsel / Goodwin Procter LLP
Linda Mason Chair & Co-Founder / Bright Horizons
Dr. Myechia Minter-Jordan President & CEO / The Dimock Center
J. Keith Motley, Ph.D Tenured Professor / UMass Boston College of Management
Peter Nessen Founder & President / Nessen Associates
Ron O Hanley President & COO / State Street Corporation
Dwight Poler Senior Advisor / Bain Capital
Greg Shell Managing Director / Bain Capital
Scott E. Squillace, Esq. Attorney / Squillace & Associates, P.C.
C.A. Webb President / Kendall Square Association