Oxford Science Enterprises plc - 05 May 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
Issuer symbol: PEPG
Transactions as of: 05 May 2022
Net transactions value: $0
Form type: 3
Filing time: 05 May 2022, 20:30:20 UTC
Next filing: 09 Apr 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	PEPG	Common Stock						118,860	05 May 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	05 May 2022	Common Stock	1,262,986	Direct	F1, F2
holding	PEPG	Series A-2 Preferred Stock	05 May 2022	Common Stock	945,859	Direct	F1, F2
holding	PEPG	Series B Preferred Stock	05 May 2022	Common Stock	1,547,713	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