L. Gray David - May 3, 2024 Form 4 Insider Report for Vigil Neuroscience, Inc. (VIGL)

Role
Chief Science Officer
Signature
/s/ Christopher Verni, as attorney-in-fact
Stock symbol
VIGL
Transactions as of
May 3, 2024
Transactions value $
$0
Form type
4
Date filed
5/7/2024, 05:00 PM
Previous filing
Mar 1, 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 VIGL Stock Option Award (Right to Buy) Disposed to Issuer $0 -267K -100% $0.00* 0 May 3, 2024 Common Stock 267K $12.09 Direct F1, F2
transaction VIGL Stock Option Award (Right to Buy) Award $0 +267K $0.00 267K May 3, 2024 Common Stock 267K $3.03 Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On May 3, 2024, pursuant to the terms of the Issuer's 2021 Stock Option and Incentive Plan (the "2021 Plan"), the Issuer's Board of Directors approved a stock option award repricing, effective as of May 3, 2024 (the "Effective Date"). Except for the new exercise price (see footnote 3 below), all of the other terms of the stock option award remain unchanged. This transaction is exempt pursuant to Rule 16b-6(d) and Rule 16b-3 of the Exchange Act, as applicable.
F2 This stock option award was issued pursuant to the 2021 Plan and shall vest and become exercisable as follows: 25% of the shares vested on February 27, 2024 and 1/36th of the remaining shares vested, or shall vest, as applicable, on each monthly anniversary thereafter.
F3 The exercise price of the stock option award is $3.03 per share, representing the fair market value per share of the Issuer's Common Stock on the Effective Date. Under the terms of the stock option award repricing, a repriced stock option award will revert to its original exercise price if exercised during the Retention Period. The "Retention Period" commenced on the Effective Date and ends upon the earliest of (i) the one-year anniversary of the Effective Date, (ii) a Sale Event (as defined in the 2021 Plan), (iii) the termination of the Reporting Person's Service Relationship (as defined in the 2021 Plan) by the Company other than for Cause (as defined in the 2021 Plan) or due to the Reporting Person's death or disability, and (iv) the termination of the Reporting Person's Service Relationship for Good Reason (as defined in the Reporting Person's employment agreement).