Todd Carter - Feb 17, 2023 Form 4 Insider Report for Voyager Therapeutics, Inc. (VYGR)

Role: Chief Scientific Officer
Signature: /s/ Robert Hesslein, as Attorney-in-Fact for Todd Carter
Stock symbol: VYGR
Transactions as of: Feb 17, 2023
Transactions value $: -$5,498
Form type: 4
Date filed: 2/22/2023, 07:57 PM
Previous filing: Feb 15, 2023
Next filing: Mar 22, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VYGR	Common Stock	Award	$0	+34K	+99.15%	$0.00	68.3K	Feb 17, 2023	Direct	F1
transaction	VYGR	Common Stock	Sale	-$5.5K	-738	-1.08%	$7.45	67.6K	Feb 17, 2023	Direct	F2, F3

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	VYGR	Stock Option (Right to Buy)	Award	$0	+68K		$0.00	68K	Feb 17, 2023	Common Stock	68K	$7.43	Direct	F4

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

Explanation of Responses:

Id	Content
F1	Consists of shares of common stock issuable under an aggregate of 34,000 restricted stock units ("RSUs") awarded to the Reporting Person pursuant to the Voyager Therapeutics, Inc. 2015 Stock Option and Incentive Plan (the "Plan"). Each RSU represents the right to receive one share of common stock upon vesting. The vesting commencement date of the RSU award is the grant date, February 17, 2023. The RSU award vests over three years, with 1/3rd of the shares of common stock underlying the RSU award vesting on the one-year anniversary of such vesting commencement date and an additional 1/3rd of the shares of common stock underlying the RSU award vesting at the end of each successive one-year period thereafter, subject to the Reporting Person's continued service.
F2	Represents shares of common stock sold, pursuant to a durable automatic sales instruction letter effecting the sell-to-cover election of the Reporting Person to satisfy tax withholding obligations, in connection with the vesting of restricted stock units on February 16, 2023. The Reporting Person structured the durable automatic sales instructions to constitute a "binding contract" consistent with the affirmative defense to liability under Rule 10b5-1. The sales do not represent a discretionary trade by the Reporting Person.
F3	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.34 to $7.58, inclusive. The Reporting Person undertakes to provide to Voyager Therapeutics, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (3) to this Form 4.
F4	This stock option was issued pursuant to the Plan. The vesting commencement date of the option is the grant date, February 17, 2023. The option vests over four years, with 1/48th of the shares of common stock underlying the option vesting upon the one-month anniversary of such vesting commencement date and an additional 1/48th of the shares of common stock underlying the option vesting at the end of each successive one-month period thereafter, subject to the Reporting Person's continued service.