Jennifer Buell - Oct 11, 2023 Form 4 Insider Report for MiNK Therapeutics, Inc. (INKT)

Role: Chief Executive Officer, Director
Signature: By: /s/ Christine Klaskin, Attorney-in-Fact for Jennifer S. Buell
Stock symbol: INKT
Transactions as of: Oct 11, 2023
Transactions value $: $0
Form type: 4
Date filed: 10/13/2023, 08:18 PM
Previous filing: Oct 3, 2023
Next filing: Jan 18, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	INKT	Common Stock	Other		-696K	-74.98%		232K	Oct 11, 2023	Direct	F1

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	INKT	Restricted Stock Units	Award	$0	-696K	-100%	$0.00^*	0	Oct 11, 2023	Common Stock	696K		Direct	F2

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

Explanation of Responses:

Id	Content
F1	Dr. Jennifer Buell was awarded Restricted Stock Units ("RSUs") which corresponded to 695,750 shares of MiNK Therapeutics, Inc. ("Company") common stock ("Common Stock"). These RSUs, tied to the Company's Initial Public Offering ("IPO"), vested on September 27, 2023. Dr. Buell previously reported on Form 4s the receipt of such shares of Common Stock (the "RSU Shares") and subsequent sales of shares of Common Stock to cover Federal, state and local tax withholding requirements. However, the Company and Dr. Buell agreed that it is in the best interests of the Company and its stockholders for Dr. Buell to forfeit that award in lieu of a new award that will vest over a period of five years (see Explanation of Responses #2). Therefore Dr. Buell is returning the RSU Shares to the Company. Dr Buell has thus made the Company whole for the forfeited award by returning 695,750 shares of Company Common Stock to the Company on October 11, 2023 for no consideration.
F2	On October 11, 2023, in alignment with the Company's 2021 Equity Incentive Plan, Dr. Buell received a grant of 695,750 RSUs. This new grant serves as a replacement for the RSUs initially awarded during the Company's IPO, which Dr. Buell forfeited and returned to the Company on October 11, 2023. These newly granted RSUs will vest over a five-year period, with one-third of the restricted stock units vesting on each of the third, fourth and fifth anniversaries of the grant date.

Content

Dr. Jennifer Buell was awarded Restricted Stock Units ("RSUs") which corresponded to 695,750 shares of MiNK Therapeutics, Inc. ("Company") common stock ("Common Stock"). These RSUs, tied to the Company's Initial Public Offering ("IPO"), vested on September 27, 2023. Dr. Buell previously reported on Form 4s the receipt of such shares of Common Stock (the "RSU Shares") and subsequent sales of shares of Common Stock to cover Federal, state and local tax withholding requirements. However, the Company and Dr. Buell agreed that it is in the best interests of the Company and its stockholders for Dr. Buell to forfeit that award in lieu of a new award that will vest over a period of five years (see Explanation of Responses #2). Therefore Dr. Buell is returning the RSU Shares to the Company. Dr Buell has thus made the Company whole for the forfeited award by returning 695,750 shares of Company Common Stock to the Company on October 11, 2023 for no consideration.

On October 11, 2023, in alignment with the Company's 2021 Equity Incentive Plan, Dr. Buell received a grant of 695,750 RSUs. This new grant serves as a replacement for the RSUs initially awarded during the Company's IPO, which Dr. Buell forfeited and returned to the Company on October 11, 2023. These newly granted RSUs will vest over a five-year period, with one-third of the restricted stock units vesting on each of the third, fourth and fifth anniversaries of the grant date.