Oxford Science Enterprises plc - May 5, 2022 Form 3 Insider Report for PepGen Inc. (PEPG)

Role: 10%+ Owner
Signature: Oxford Science Enterprises plc, By: /s/ James Wilkinson, Name: James Wilkinson, Title: Director
Stock symbol: PEPG
Transactions as of: May 5, 2022
Transactions value $: $0
Form type: 3
Date filed: 5/5/2022, 08:30 PM
Next filing: Apr 9, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	PEPG	Common Stock						119K	May 5, 2022	Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Date	Underlying Class	Amount	Ownership	Footnotes
holding	PEPG	Series A-1 Preferred Stock	May 5, 2022	Common Stock	1.26M	Direct	F1, F2
holding	PEPG	Series A-2 Preferred Stock	May 5, 2022	Common Stock	946K	Direct	F1, F2
holding	PEPG	Series B Preferred Stock	May 5, 2022	Common Stock	1.55M	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The Issuer effected a 1.018-for-1 reverse stock split of its Common Stock on April 29, 2022 ("Reverse Split"). After giving effect to the Reverse Split, the shares of Series A-1 Preferred Stock, Series A-2 Preferred Stock and Series B Preferred Stock are convertible, at any time, at the holder's election, into shares of the Issuer's common stock at a ratio of 1.018-for-1. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series A-1 Preferred Stock, Series A-2 Preferred Stock and Series B Preferred Stock will automatically convert into shares of the Issuer's common stock at a ratio of 1.018-for-1. The Series A-1 Preferred Stock, Series A-2 Preferred Stock and Series B Preferred Stock have no expiration date.
F2	This figure reflects the shares of the Issuer's Common Stock underlying the Series A-1 Preferred Stock, Series A-2 Preferred Stock and Series B Preferred Stock after giving effect to the Reverse Split.

Content

The Issuer effected a 1.018-for-1 reverse stock split of its Common Stock on April 29, 2022 ("Reverse Split"). After giving effect to the Reverse Split, the shares of Series A-1 Preferred Stock, Series A-2 Preferred Stock and Series B Preferred Stock are convertible, at any time, at the holder's election, into shares of the Issuer's common stock at a ratio of 1.018-for-1. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series A-1 Preferred Stock, Series A-2 Preferred Stock and Series B Preferred Stock will automatically convert into shares of the Issuer's common stock at a ratio of 1.018-for-1. The Series A-1 Preferred Stock, Series A-2 Preferred Stock and Series B Preferred Stock have no expiration date.

This figure reflects the shares of the Issuer's Common Stock underlying the Series A-1 Preferred Stock, Series A-2 Preferred Stock and Series B Preferred Stock after giving effect to the Reverse Split.

Remarks:

Exhibit 24: Power of Attorney