Gerhard Koenig - 05 Aug 2025 Form 4 Insider Report for Vigil Neuroscience, Inc. (VIGL)

Role
Director
Signature
/s/ Michael Cohen, Attorney-in-Fact
Issuer symbol
VIGL
Transactions as of
05 Aug 2025
Net transactions value
$0
Form type
4
Filing time
05 Aug 2025, 09:25:35 UTC
Previous filing
23 May 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Koenig Gerhard Director VIGIL NEUROSCIENCE, INC., 100 FORGE ROAD, SUITE 700, WATERTOWN /s/ Michael Cohen, Attorney-in-Fact 05 Aug 2025 0001886325

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VIGL Common Stock Disposed to Issuer -5,000 -100% 0 05 Aug 2025 Direct F1, F2

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 -18,029 -100% 0 05 Aug 2025 Common Stock 18,029 $1.89 Direct F1, F3
transaction VIGL Stock Option Award (Right to Buy) Disposed to Issuer -6,954 -100% 0 05 Aug 2025 Common Stock 6,954 $1.89 Direct F1, F3
transaction VIGL Stock Option Award (Right to Buy) Disposed to Issuer -36,690 -100% 0 05 Aug 2025 Common Stock 36,690 $6.02 Direct F1, F3
transaction VIGL Stock Option Award (Right to Buy) Disposed to Issuer -18,068 -100% 0 05 Aug 2025 Common Stock 18,068 $3.38 Direct F1, F3
transaction VIGL Stock Option Award (Right to Buy) Disposed to Issuer -13,928 -100% 0 05 Aug 2025 Common Stock 13,928 $3.03 Direct F1, F3
transaction VIGL Stock Option Award (Right to Buy) Disposed to Issuer -4,351 -100% 0 05 Aug 2025 Common Stock 4,351 $3.03 Direct F1, F3
transaction VIGL Stock Option Award (Right to Buy) Disposed to Issuer -12,155 -100% 0 05 Aug 2025 Common Stock 12,155 $3.03 Direct F1, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Gerhard Koenig is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 This Form 4 reports securities disposed pursuant to the Agreement and Plan of Merger (the "Merger Agreement") by and among the Issuer, Sanofi ("Parent"), and Vesper Acquisition Sub Inc., a wholly owned subsidiary of Parent ("Merger Sub"). Pursuant to the terms of the Merger Agreement, on August 5, 2025 (the "Effective Time"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation in the Merger and as a wholly owned subsidiary of Parent. At the Effective Time, each share of Issuer Common Stock issued and outstanding immediately prior to the Effective Time was converted into the right to receive (i) $8.00 per share of Common Stock in cash, without interest (the "Closing Amount") plus (ii) one contingent value right ("CVR"), representing the right to receive $2.00 payable in cash, conditioned upon satisfaction of a certain clinical milestone (together with the Closing Amount, the "Merger Consideration").
F2 Represents Restricted Stock Units ("RSUs"), each of which represented the contingent right to receive one share of the Common Stock. Pursuant to the terms of the Merger Agreement, at the Effective Time, each RSU that is outstanding as of immediately prior to the Effective Time, to the extent unvested, was accelerated and became fully vested, and was cancelled and converted into the right to receive (i) an amount, without interest, equal to the product of (a) the total number of shares subject to such RSU immediately prior to the Effective Time, multiplied by (b) the Closing Amount and (ii) one CVR for each share subject to such RSU.
F3 Pursuant to the terms of the Merger Agreement, at the Effective Time, each stock option that was outstanding as of immediately prior to the Effective Time, to the extent unvested, was accelerated and became fully vested. Each stock option having an exercise price per share that was less than the Closing Amount was cancelled and converted into the right to receive (i) an amount, without interest, equal to the product of (a) the total number of shares subject to such option immediately prior to the Effective Time, multiplied by (b) the excess of (1) the Closing Amount over (2) the exercise price per share under such option and (ii) one CVR for each share subject to such option.