Jason Campagna - 24 Feb 2025 Form 4 Insider Report for Q32 Bio Inc. (QTTB)

Signature
/s/ Eric Bell, Attorney-in-Fact
Issuer symbol
QTTB
Transactions as of
24 Feb 2025
Net transactions value
$0
Form type
4
Filing time
26 Feb 2025, 21:57:04 UTC
Previous filing
27 Mar 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction QTTB Common Stock Award $0 +37,500 $0.000000 37,500 24 Feb 2025 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 QTTB Stock Option (Right to Buy) Disposed to Issuer $0 -87,738 -100% $0.000000 0 24 Feb 2025 Common Stock 87,738 $7.29 Direct F2, F3
transaction QTTB Stock Option (Right to Buy) Award $0 +87,738 $0.000000 87,738 24 Feb 2025 Common Stock 87,738 $2.54 Direct F2, F3, F4
transaction QTTB Stock Option (Right to Buy) Disposed to Issuer $0 -17,951 -100% $0.000000 0 24 Feb 2025 Common Stock 17,951 $7.29 Direct F2, F3
transaction QTTB Stock Option (Right to Buy) Award $0 +17,951 $0.000000 17,951 24 Feb 2025 Common Stock 17,951 $2.54 Direct F2, F3, F4
transaction QTTB Stock Option (Right to Buy) Disposed to Issuer $0 -70,687 -100% $0.000000 0 24 Feb 2025 Common Stock 70,687 $16.82 Direct F2, F3
transaction QTTB Stock Option (Right to Buy) Award $0 +70,687 $0.000000 70,687 24 Feb 2025 Common Stock 70,687 $2.54 Direct F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The restricted stock units ("RSUs") vest in four equal installments, 25% shall vest 6 months from February 24, 2025 (the "Grant Date"), 25% shall vest 12 months from the Grant Date, 25% shall vest 24 months from the Grant Date, and 25% shall vest 36 months from Grant Date. Each RSU represents a contingent right to receive one share of Issuer common stock.
F2 On February 24, 2025, the Issuer's board of directors approved an option repricing ("Repricing Date"). All of the other terms of the options remain unchanged. Such transactions were exempt pursuant to Rule 16b-6(d) and Rule 16b-3 of the Exchange Act, as applicable.
F3 This stock option award was issued pursuant to the Q32 Bio Inc. 2017 Stock Option and Grant Plan (the "2017 Plan") or the Q32 Bio Inc. 2024 Stock Option and Incentive Plan (the "2024 Plan"), as applicable, and becomes exercisable in accordance with the vesting schedule specified in the award agreement and as previously reported on applicable Form 4, subject to the Reporting Person's continued service with the Issuer as of the applicable vesting date.
F4 The exercise price of the option is $2.54 per share, representing the fair market value per share of the Issuer's Common Stock on the Repricing Date; provided that in the event (i) the option is exercised prior to the one-year anniversary of the Repricing Date, (ii) the Reporting Person's employment is terminated by the Company prior to the one-year anniversary of the Repricing Date due to Cause (as defined in the 2024 Plan) or (iii) the Reporting Person resigns for any reason prior to the one-year anniversary of the Repricing Date, the exercise price will be increased to the exercise price of the cancelled option in exchange for which this option was granted.