Atlas Venture Fund XII, L.P. Form 3 Filed 2021-06-29

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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1. Name and Address of Reporting Person ^*

Atlas Venture Fund XII, L.P.

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

06/29/2021

3. Issuer Name and Ticker or Trading Symbol

Aerovate Therapeutics, Inc. [AVTE]

(Last)

(First)

(Middle)

300 TECHNOLOGY SQ,, 8TH FLOOR

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,, MA 02139

(City)

(State)

(Zip)

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)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	2,568,165	⁽¹⁾	D⁽²⁾

Reporting Owners

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

Explanation of Responses:

Each share of Series A Preferred Stock is convertible into shares of Common Stock of the Issuer on a one-for-3.1060103 basis. Upon the closing of the Issuer's initial public offering, all shares of Preferred Stock will convert into the number of shares of Common Stock of the Issuer shown in column 3. The Preferred Stock has no expiration date.

The shares are held directly by 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. 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. Each of AVA XII LP and AVA XII LLC disclaim Section 16 beneficial ownership of the securities owned by Atlas Fund XII, except to the extent of its pecuniary interest therein, if any.

	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	06/29/2021
	Atlas Venture Associates XII, L.P., By: Atlas Venture Associates XII, LLC, Its General Partner, By: /s/ Ommer Chohan	06/29/2021
	Atlas Venture Associates XII, LLC, By: /s/ Ommer Chohan	06/29/2021
	** Signature of Reporting Person	Date
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