Mahesh Karande - Feb 7, 2024 Form 4 Insider Report for Omega Therapeutics, Inc. (OMGA)

Role: President and CEO, Director
Signature: /s/ Barbara Chan as Attorney-in-Fact for Mahesh Karande
Stock symbol: OMGA
Transactions as of: Feb 7, 2024
Transactions value $: $0
Form type: 4
Date filed: 2/9/2024, 05:00 PM
Previous filing: Mar 2, 2023

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	OMGA	Stock Option (Right to Buy)	Award	$0	+210K		$0.00	210K	Feb 7, 2024	Common Stock	210K	$3.59	Direct	F1
transaction	OMGA	Stock Option (Right to Buy)	Award	$0	+314K		$0.00	314K	Feb 7, 2024	Common Stock	314K	$3.59	Direct	F2

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

Explanation of Responses:

Id	Content
F1	The option vests and becomes exercisable with respect to 25% of the underlying shares on February 7, 2025 and in twelve (12) equal quarterly installments thereafter such that the option will become fully vested and exercisable on February 7, 2028, subject to the Reporting Person's continued service to the Issuer through each such vesting date.
F2	The option vests and becomes exercisable with respect to 25% of the underlying shares on February 7, 2025 and in twelve (12) equal quarterly installments thereafter, such that the option will become fully vested and exercisable on February 7, 2028, subject to acceleration on the one-year anniversary of the consummation of a business development deal by the Issuer with terms that satisfy its corporate goals for business development collaborations and subject to the Reporting Person's continued service to the Issuer through each such vesting date.

Content

The option vests and becomes exercisable with respect to 25% of the underlying shares on February 7, 2025 and in twelve (12) equal quarterly installments thereafter such that the option will become fully vested and exercisable on February 7, 2028, subject to the Reporting Person's continued service to the Issuer through each such vesting date.

The option vests and becomes exercisable with respect to 25% of the underlying shares on February 7, 2025 and in twelve (12) equal quarterly installments thereafter, such that the option will become fully vested and exercisable on February 7, 2028, subject to acceleration on the one-year anniversary of the consummation of a business development deal by the Issuer with terms that satisfy its corporate goals for business development collaborations and subject to the Reporting Person's continued service to the Issuer through each such vesting date.