SEC FORM 3

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^*

Driscoll Cindy

(Last)

(First)

(Middle)

C/O MAGENTA THERAPEUTICS, INC.

100 TECHNOLOGY SQUARE

(Street)

CAMBRIDGE

02139

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/01/2020

3. Issuer Name and Ticker or Trading Symbol
Magenta Therapeutics, Inc. [ MGTA ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
See Remarks

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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: 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	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽¹⁾	09/26/2027	Common Stock	42,899	4.84	D
Stock Option (Right to Buy)	⁽²⁾	01/30/2028	Common Stock	13,235	7.71	D
Stock Option (Right to Buy)	⁽³⁾	05/08/2028	Common Stock	47,406	9.49	D
Stock Option (Right to Buy)	⁽⁴⁾	02/04/2029	Common Stock	40,000	7.13	D
Stock Option (Right to Buy)	⁽⁵⁾	02/09/2030	Common Stock	32,000	12.28	D
Restricted Stock Units	⁽⁶⁾	⁽⁶⁾	Common Stock	20,000	⁽⁷⁾	D

Explanation of Responses:

1. This option is currently exercisable with respect to 28,385 shares of Magenta Therapeutics, Inc. common stock, par value $0.001 per share ("Common Stock"). The remaining unvested options shall vest and become exercisable in three equal quarterly installments beginning December 26, 2020.

2. This option is currently exercisable with respect to 9,097 shares of Common Stock. The remaining unvested options shall vest and become exercisable in five equal quarterly installments beginning January 1, 2021.

3. This option is currently exercisable with respect to 27,648 shares of Common Stock. The remaining unvested options shall vest and become exercisable in 20 equal monthly installments beginning October 20, 2020.

4. This option is currently exercisable with respect to 17,500 shares of Common Stock. The remaining unvested options shall vest and become exercisable in 9 equal quarterly installments beginning January 1, 2021.

5. This option is currently exercisable with respect to 6,000 shares of Common Stock. The remaining unvested options shall vest and become exercisable in 13 equal quarterly installments beginning January 1, 2021.

6. The restricted stock units shall vest in three equal annual installments beginning on September 30, 2021.

7. Each restricted stock unit represents a contingent right to receive one share of Common Stock.

Remarks:

Treasurer & Vice President, Finance Exhibit 24.1: Power of Attorney

	/s/ Zoran Zdraveski, Attorney-in-Fact for Cindy Driscoll	10/13/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.