SYNLOGIC, INC. — Director's Dealing 2015

Oct 6, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Mirna Therapeutics, Inc. (MIRN)
CIK: 0001527599
Period of Report: 2015-10-05

Reporting Person: MOTT DAVID M (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-10-05	Common Stock	C	1241650	—	Acquired	1241650	Indirect
2015-10-06	Common Stock	J	257516	$0.00	Acquired	1499166	Indirect
2015-10-05	Common Stock	C	583559	—	Acquired	2082725	Indirect
2015-10-06	Common Stock	J	31650	$0.00	Acquired	2114375	Indirect
2015-10-06	Common Stock	P	857142	$7.00	Acquired	2971517	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-10-05	Series C Preferred Stock	$	C	1241650	Disposed		Common Stock (1241650)	Indirect
2015-10-05	Series D Preferred Stock	$	C	583559	Disposed		Common Stock (583559)	Indirect

Footnotes

F1: Each share of Series C Preferred Stock automatically converted on a one-to-one basis into Common Stock upon the consummation of the Issuer's initial public offering.

F2: The Reporting Person is a director of NEA 14 GP, LTD, which is the sole general partner of NEA Partners 14, L.P. ("NEA Partners 14"). NEA Partners 14 is the sole general partner of New Enterprise Associates 14, L.P. ("NEA 14"), which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 14 shares in which the Reporting Person has no pecuniary interest.

F3: The shares were issued for no additional consideration pursuant to an accruing paid-in-kind dividend on shares of Series C Preferred Stock of the Company.

F4: Each share of Series D Preferred Stock automatically converted on a one-to-one basis into Common Stock upon the consummation of the Issuer's initial public offering.

F5: The shares were issued for no additional consideration pursuant to an accruing paid-in-kind dividend on shares of Series D Preferred Stock of the Company.

F6: Due to a clerical error, the Reporting Person's Form 3 which previously reported the holding of these shares understated his total by one (1) share.

F7: The expiration date is not relevant to the conversion of these securities.