Ram Aiyar - Nov 3, 2023 Form 4 Insider Report for Korro Bio, Inc. (FREQ)

Role: President and CEO, Director
Signature: /s/ Shelby Walker, Attorney-in-fact
Stock symbol: FREQ
Transactions as of: Nov 3, 2023
Transactions value $: $0
Form type: 4
Date filed: 11/7/2023, 09:13 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	FREQ	Common Stock	Award		+4.61K			4.61K	Nov 3, 2023	THE RAM AIYAR IRREVOCABLE TRUST	F1, F2, F3

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	FREQ	Stock Option (Right to Buy)	Award		+136K			136K	Nov 3, 2023	Common Stock	136K	$11.68	Direct	F4, F5, F6
transaction	FREQ	Stock Option (Right to Buy)	Award		+36.8K			36.8K	Nov 3, 2023	Common Stock	36.8K	$22.75	Direct	F4, F7, F8
transaction	FREQ	Stock Option (Right to Buy)	Award		+30.1K			30.1K	Nov 3, 2023	Common Stock	30.1K	$20.94	Direct	F4, F9, F10
transaction	FREQ	Stock Option (Right to Buy)	Award	$0	+157K		$0.00	157K	Nov 3, 2023	Common Stock	157K	$14.98	Direct	F11

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

Explanation of Responses:

Id	Content
F1	Received in exchange for (i) 47,893 shares of Series B-1 Preferred Stock and (ii) 44,964 shares of Series B-2 Preferred Stock of Korro Bio Ops, Inc. (f/k/a Korro Bio, Inc., "Legacy Korro") pursuant to an Agreement and Plan of Merger dated as of July 14, 2023 (the "Merger Agreement") by and among Legacy Korro, the Issuer (f/k/a Frequency Therapeutics, Inc.) and Frequency Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"). Under the terms of the Merger Agreement, on November 3, 2023, Merger Sub merged with and into Legacy Korro (the "Merger"), with Legacy Korro surviving the Merger as a wholly owned subsidiary of the Issuer. Upon the closing of the Merger, each share of Legacy Korro common stock was converted into the right to receive 0.049688 of a share of the Issuer's common stock, after giving effect to a reverse stock split of the Issuer's common stock of 1-for-50.
F2	(Continued from footnote 1) Subsequent to the Merger, the name of the Issuer was changed from Frequency Therapeutics, Inc. to Korro Bio, Inc.
F3	Shares held by THE RAM AIYAR IRREVOCABLE TRUST, for which the Reporting Person serves as trustee. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
F4	Upon the closing of the Merger, each outstanding option to purchase shares of Legacy Korro common stock issued under the Korro Bio, Inc. 2019 Stock Incentive Plan (the "2019 Plan") was assumed by the Issuer and converted into an option to purchase the Issuer's common stock, on the same terms and conditions as were applicable under the 2019 Plan prior to the Merger, as adjusted for the exchange ratio and the reverse stock split.
F5	The shares subject to the option vest as to 25% of the shares on November 2, 2021, with the remainder vesting in 36 equal monthly installments thereafter, subject to the Reporting Person's continued service on each such vesting date.
F6	Received in exchange for a stock option to acquire 2,741,795 shares of Legacy Korro common stock issued under the 2019 Plan pursuant to the Merger Agreement.
F7	The shares subject to the option vest as to 25% of the shares on January 27, 2023, with the remainder vesting in 36 equal monthly installments thereafter, subject to the Reporting Person's continued service on each such vesting date.
F8	Received in exchange for a stock option to acquire 740,000 shares of Legacy Korro common stock issued under the 2019 Plan pursuant to the Merger Agreement.
F9	The shares subject to the option vest as to 25% of the shares on January 1, 2024, with the remainder vesting in 36 equal monthly installments thereafter, subject to the Reporting Person's continued service on each such vesting date.
F10	Received in exchange for a stock option to acquire 606,400 shares of Legacy Korro common stock issued under the 2019 Plan pursuant to the Merger Agreement.
F11	The shares subject to the option vest in 48 equal monthly installments commencing from November 3, 2023, subject to the Reporting Person's continued service on each such vesting date.