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

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1. Name and Address of Reporting Person* Atlas Venture Fund XI, L.P. (Last) (First) (Middle) 300 TECHNOLOGY SQUARE, 8TH FLOOR (Street) CAMBRIDGE MA 02139 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/14/2022	3. Issuer Name and Ticker or Trading Symbol Third Harmonic Bio, Inc. [ THRD ]
		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 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 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	3,541,389	D(1)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A-1 Preferred Stock	(2)	(2)	Common Stock	3,541,390	(2)	D(1)
Series A-2 Preferred Stock	(2)	(2)	Common Stock	2,282,537	(2)	D(1)
Series A-3 Preferred Stock	(2)	(2)	Common Stock	648,447	(2)	D(1)
Series B Preferred Stock	(2)	(2)	Common Stock	594,097	(2)	D(3)

1. Name and Address of Reporting Person* Atlas Venture Fund XI, L.P. (Last) (First) (Middle) 300 TECHNOLOGY SQUARE, 8TH FLOOR (Street) CAMBRIDGE MA 02139 (City) (State) (Zip)

1. Name and Address of Reporting Person* Atlas Venture Associates XI, L.P. (Last) (First) (Middle) 300 TECHNOLOGY SQUARE, 8TH FLOOR (Street) CAMBRIDGE MA 02139 (City) (State) (Zip)

1. Name and Address of Reporting Person* Atlas Venture Associates XI, LLC (Last) (First) (Middle) 300 TECHNOLOGY SQUARE, 8TH FLOOR (Street) CAMBRIDGE MA 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 MA 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 MA 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 MA 02139 (City) (State) (Zip)

Explanation of Responses:

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

2. Each share of the Issuer's Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, and Series B Preferred Stock will automatically convert into the number of shares of the Issuer's Common Stock in the amount reflected in Box 3 based on a 1 to 2.259 reverse stock conversion ratio immediately prior to the closing of the Issuer's initial public offering and has no expiration date.

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

Remarks:

	Atlas Venture Fund XI, L.P., By: Atlas Ventures Associates XI, L.P., its general partner, By: Atlas Ventures Associates XI, LLC, its general partner, By: Ommer Chohan, Chief Financial Officer /s/ Ommer Chohan	09/14/2022
	Atlas Venture Associates XI, L.P., By: Atlas Venture Associates XI, LLC, its general partner, By: Ommer Chohan, Chief Financial Officer /s/ Ommer Chohan	09/14/2022
	Atlas Venture Associates XI, LLC By: Ommer Chohan, Chief Financial Officer /s/ Ommer Chohan	09/14/2022
	Atlas Venture Opportunity Fund I, L.P., By: 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	09/14/2022
	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	09/14/2022
	Atlas Venture Associates Opportunity I, LLC, By: Ommer Chohan, Chief Financial Officer, /s/ Ommer Chohan	09/14/2022
	** Signature of Reporting Person	Date
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