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

Role
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, 09:15 PM
Previous filing
Mar 9, 2023
Next filing
Jun 12, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction FREQ Common Stock Award +35.1K 35.1K Nov 3, 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 FREQ Stock Option (Right to Buy) Award +67.1K 67.1K Nov 3, 2023 Common Stock 67.1K $11.68 Direct F2, F3, F4
transaction FREQ Stock Option (Right to Buy) Award +24.7K 24.7K Nov 3, 2023 Common Stock 24.7K $20.94 Direct F2, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Received in exchange for 706,702 shares of common 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. Subsequent to the Merger, the name of the Issuer was changed from Frequency Therapeutics, Inc. to Korro Bio, Inc.
F2 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.
F3 The shares subject to the option are fully vested and immediately exercisable.
F4 Received in exchange for a stock option to acquire 1,349,645 shares of Legacy Korro common stock issued under the 2019 Plan pursuant to the Merger Agreement.
F5 The shares subject to the option vest in 48 equal monthly installments commencing from August 14, 2022, subject to the Reporting Person's continued service on each such vesting date.
F6 Received in exchange for a stock option to acquire 497,347 shares of Legacy Korro common stock issued under the 2019 Plan pursuant to the Merger Agreement.