Shelby J. Walker - Nov 3, 2023 Form 4 Insider Report for Korro Bio, Inc. (FREQ)

Signature
/s/ Shelby Walker
Stock symbol
FREQ
Transactions as of
Nov 3, 2023
Transactions value $
$0
Form type
4
Date filed
11/7/2023, 09:16 PM
Next filing
Jul 3, 2024

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 +23.7K 23.7K Nov 3, 2023 Common Stock 23.7K $21.94 Direct F1, F2, F3, F4
transaction FREQ Stock Option (Right to Buy) Award $0 +29.1K $0.00 29.1K Nov 3, 2023 Common Stock 29.1K $14.98 Direct F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Under the terms of an Agreement and Plan of Merger dated as of July 14, 2023 by and among Korro Bio Ops, Inc. (f/k/a Korro Bio, Inc., "Legacy Korro"), the Issuer (f/k/a Frequency Therapeutics, Inc.) and Frequency Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"), 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 outstanding option to purchase shares of Legacy Korro common stock issued under the Korro Bio, Inc.
F2 (Continued from footnote 1) 2019 Stock Incentive Plan (the "2019 Plan") was assumed by the Issuer and converted into an option to purchase the Issuer's common stock, at an exchange ratio of 0.049688 per share, on the same terms and conditions as were applicable under the 2019 Plan prior to the Merger, 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.
F3 The shares subject to the option vest as to 25% of the shares on May 8, 2024, with the remainder vesting in 36 equal monthly installments thereafter, subject to the Reporting Person's continued service on each such vesting date.
F4 Received in exchange for a stock option to acquire 477,453 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 November 3, 2023, subject to the Reporting Person's continued service on each such vesting date.

Remarks:

Senior Vice President, General Counsel and Secretary