| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | SGTX | Common Stock | 211K | Jun 28, 2023 | Direct |
Eli Lilly and Company ("Lilly") beneficially owns and has a pecuniary interest in 211,110 shares of the Issuer's common stock (as adjusted for the 1-for-13 reverse stock split of the Issuer, effective as of May 22, 2023, as reported by the Issuer in its Current Report on Form 8-K, filed on May 22, 2023) (the "Owned Shares"). In addition, in connection with the Agreement and Plan of Merger, dated as of June 28, 2023, among the reporting persons and the Issuer, the reporting persons entered into tender and support agreements, each dated as of June 28, 2023 (collectively, the "Tender and Support Agreements"), with (i) Flagship Ventures Fund V LP and (ii) Flagship Pioneering Special Opportunities Fund II LP (collectively, the "Parties"), pursuant to which each of the Parties agreed to grant certain voting rights to Lilly with respect to the shares of Issuer's common stock held by each such Party (collectively, the "Support Shares"). As a result of the Tender and Support Agreements and in the case of Lilly, the Owned Shares, each of the reporting persons may be deemed to have acquired beneficial ownership in excess of 10% of the Issuer's issued and outstanding common stock for the purpose of determining each reporting person's status as a ten percent owner thereof. However, neither of the reporting persons has a pecuniary interest in the Support Shares and each expressly disclaims beneficial ownership thereof. The filing of this Form 3 shall not be deemed an admission of beneficial ownership of the Support Shares for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. In addition, Shenandoah Acquisition Corporation disclaims beneficial ownership in the Owned Shares.