Joshua Resnick - May 6, 2022 Form 4 Insider Report for PepGen Inc. (PEPG)

Role: Director
Signature: /s/ Noel Donnelly, as Attorney-in-Fact
Stock symbol: PEPG
Transactions as of: May 6, 2022
Transactions value $: $0
Form type: 4
Date filed: 5/10/2022, 06:54 PM
Previous filing: May 5, 2022
Next filing: Jun 16, 2022

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

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	PEPG	Stock Option (Right to Buy)	Award	$0	+11.7K		$0.00	11.7K	May 6, 2022	Common Stock	11.7K	$12.00	Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	This option shall vest as follows: twenty-five percent (25%) on the one-year anniversary of the Grant Date and the remainder vesting in thirty-six (36) equal monthly installments, subject to the option recipient's continued service or employment with the Company on each applicable vesting date.
F2	Under the Reporting Person's arrangement with RA Capital Management, L.P. (the "Adviser"), the Reporting Person holds the stock option for the benefit of the RA Capital Healthcare Fund, L.P. (the "Fund"), RA Capital Nexus Fund II, L.P. (the "Nexus Fund II"), and a separately managed account (the "Account"). The Reporting Person is obligated to turn over to the Adviser any net cash or stock received upon exercise of the stock option, which will offset advisory fees owed by the Fund, the Nexus Fund II, and the Account to the Adviser. The Reporting Person therefore disclaims beneficial ownership of the stock option and underlying Common Stock."

Content

This option shall vest as follows: twenty-five percent (25%) on the one-year anniversary of the Grant Date and the remainder vesting in thirty-six (36) equal monthly installments, subject to the option recipient's continued service or employment with the Company on each applicable vesting date.

Under the Reporting Person's arrangement with RA Capital Management, L.P. (the "Adviser"), the Reporting Person holds the stock option for the benefit of the RA Capital Healthcare Fund, L.P. (the "Fund"), RA Capital Nexus Fund II, L.P. (the "Nexus Fund II"), and a separately managed account (the "Account"). The Reporting Person is obligated to turn over to the Adviser any net cash or stock received upon exercise of the stock option, which will offset advisory fees owed by the Fund, the Nexus Fund II, and the Account to the Adviser. The Reporting Person therefore disclaims beneficial ownership of the stock option and underlying Common Stock."