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*
HUTT PETER BARTON

(Last) (First) (Middle)
C/O FLEX PHARMA, INC.
800 BOYLSTON STREET, 24TH FL

(Street)
BOSTON MA 02199

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
01/28/2015
3. Issuer Name and Ticker or Trading Symbol
Flex Pharma, Inc. [ FLKS ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 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)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) (1) 04/08/2024 Common Stock 28,021 0.6 D
Stock Option (right to buy) (2) 10/14/2024 Common Stock 7,005 4.28 D
Series A Preferred Stock (3) (4) Common Stock 50,000 0.00(5) D
Explanation of Responses:
1. Grant to the Reporting Person of a stock option under the Issuer's 2014 Equity Incentive Plan (the "2014 Plan"). 25% of the total shares underlying this option vest on April 9, 2015 the remaining shares vest 1/48 per month over the next 36 months thereafter, subject to continued service to the Issuer through each vesting date.
2. Grant to the Reporting Person of a stock option under the Issuer's 2014 Equity Incentive Plan (the "2014 Plan"). 25% of the total shares underlying this option vest on April 9, 2015 the remaining shares vest 1/48 per month over the next 36 months thereafter, subject to continued service to the Issuer through each vesting date.
3. N/A.
4. The shares have no expiration date.
5. The shares will automatically convert on a 4.2528-for-1 basis into shares of the Issuer's Common Stock immediately upon the closing of a Qualified Public Offering (as defined in the Amended and Restated Certificate of Incorporation) as filed with the State of Delaware.
Remarks:
/s/ John McCabe, Attorney-in-Fact 01/28/2015
** 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).
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POWER OF ATTORNEY
Know all, by these presents, that the undersigned hereby constitutes and
appoints each of Robert Hadfield and John McCabe, signing individually, the
undersigned's true and lawful attorneys-in fact and agents to:
(1) execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer, director or holder of 10% of more of a registered class of
securities of Flex Pharma, Inc. (the "Company"), Forms 3, 4 and 5 and any
amendments thereto, in accordance with Section 16(a) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned that
may be necessary or desirable to complete and execute such Form 3, 4 or 5,
complete and execute any amendment or amendments thereto, and timely file such
forms or amendments with the United States Securities and Exchange Commission
and any stock exchange or similar authority; and
(3) take any other action of any nature whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit, in
the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the earliest
to occur of (a) the undersigned is no longer required to file Forms 3, 4 and 5
with respect to the undersigned's holdings of and transactions in securities
issued by the Company, (b) revocation by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact or (c) as to any attorney-in-fact
individually, until such attorney-in-fact shall no longer be employed by the
Company.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 28th day of January, 2015.

/s/Peter Barton-Hutt
(Signature)

Peter Barton-Hutt
(Print Name)