Atlas Venture Opportunity Fund I, L.P. Form 4 Filed 2022-01-11

FORM 4

☐	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, 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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1. Name and Address of Reporting Person ^*

Atlas Venture Fund XII, L.P.

2. Issuer Name and Ticker or Trading Symbol
Vigil Neuroscience, Inc. [VIGL]

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

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

(Last)

(First)

(Middle)

300 TECHNOLOGY SQUARE, 8TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
01/11/2022

(Street)

CAMBRIDGE, MA 02139

(City)

(State)

(Zip)

4. If Amendment, Date 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	01/11/2022		C		2,831,520	A	⁽¹⁾	4,273,896	I	By Atlas Venture Fund XII, L.P.⁽²⁾
Common Stock	01/11/2022		C		1,027,978	A	⁽¹⁾	1,027,978	I	By Atlas Venture Opportunity Fund I, L.P.⁽³⁾
Common Stock	01/11/2022		P		535,000	A	$14⁽⁴⁾	4,808,896	I	By Atlas Venture Fund XII, L.P.⁽²⁾

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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Preferred Stock

⁽¹⁾

01/11/2022

7,852,374

⁽¹⁾

Common Stock

2,831,520

$ 0

By Atlas Venture Fund XII, L.P.⁽²⁾

Series B Preferred Stock

⁽¹⁾

01/11/2022

2,850,789

⁽¹⁾

Common Stock

1,027,978

$ 0

By Atlas Venture Opportunity Fund I, L.P.⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Atlas Venture Fund XII, L.P. 300 TECHNOLOGY SQUARE, 8TH FLOOR CAMBRIDGE, MA 02139		X
Atlas Venture Associates XII, L.P. 300 TECHNOLOGY SQUARE, 8TH FLOOR CAMBRIDGE, MA 02139		X
Atlas Venture Associates XII, LLC 300 TECHNOLOGY SQUARE, 8TH FLOOR CAMBRIDGE, MA 02139		X
Atlas Venture Opportunity Fund I, L.P. 300 TECHNOLOGY SQUARE, 8TH FLOOR CAMBRIDGE, MA 02139		X
Atlas Venture Associates Opportunity I, L.P. 300 TECHNOLOGY SQUARE, 8TH FLOOR CAMBRIDGE, MA 02139		X
Atlas Venture Associates Opportunity I, LLC 300 TECHNOLOGY SQUARE, 8TH FLOOR CAMBRIDGE, MA 02139		X

Explanation of Responses:

1.	Each share of Series A Preferred Stock and Series B Preferred Stock automatically converted into shares of the Issuer's common stock, par value $0.0001 per share ("Common Stock") on a one-for-2.7732 basis upon the closing of the Issuer's initial public offering on January 11, 2022 and had no expiration date.
2.	These shares are held directly by Atlas Venture Fund XII, L.P. ("Atlas Venture Fund XII"). The general partner of Atlas Venture 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. Each of AVA XII LP and AVA XII LLC disclaims Section 16 beneficial ownership of the securities held by Atlas Venture Fund XII, 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 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.
4.	On January 11, 2022, Atlas Venture Fund XII purchased 535,000 shares of Common Stock of the Issuer at a price of $14.00 per share pursuant to an underwritten public offering.

	Signatures
	Atlas Venture Fund XII, L.P. By: Atlas Venture Associates XII, L.P., Its: General Partner By: Atlas Venture Associates XII, LLC, Its General Partner, By: /s/ Ommer Chohan	01/11/2022
	Atlas Venture Associates XII, L.P., By: Atlas Venture Associates XII, LLC, Its General Partner, By: /s/ Ommer Chohan	01/11/2022
	Atlas Venture Associates XII, LLC, By: /s/ Ommer Chohan	01/11/2022
	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	01/11/2022
	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	01/11/2022
	Atlas Venture Associates Opportunity I, LLC By: Ommer Chohan, Chief Financial Officer /s/ Ommer Chohan	01/11/2022
	** Signature of Reporting Person	Date
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