Joshua Resnick - 04 Jun 2025 Form 4 Insider Report for PepGen Inc. (PEPG)

Role: Director
Signature: /s/ Noel Donnelly, as attorney-in-fact
Issuer symbol: PEPG
Transactions as of: 04 Jun 2025
Net transactions value: $0
Form type: 4
Filing time: 06 Jun 2025, 06:47:21 UTC
Previous filing: 23 May 2025
Next filing: 16 Jun 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Resnick Joshua	Director	321 HARRISON AVE, 8TH FL, C/O PEPGEN INC., BOSTON	/s/ Noel Donnelly, as attorney-in-fact	06 Jun 2025	0001690959

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	PEPG	Stock Option (Right to Buy)	Award	$0	+16,000		$0.000000	16,000	04 Jun 2025	Common Stock	16,000	$1.51	Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	his option shall vest in full upon the earlier of (i) the first anniversary of the date of grant or (ii) the date of the next Annual Meeting; provided, however, that all vesting shall cease if the individual ceases to serve as a director, unless the Board of Directors determines that the circumstances warrant continuation of vesting.
F2	Under the Reporting Person's arrangement with RA Capital Management, L.P. (the "Adviser"), the Reporting Person holds the stock option for the benefit of the RA Capital Healthcare Fund, L.P. (the "Fund"), RA Capital Nexus Fund II, L.P. (the "Nexus Fund II"), and a separately managed account (the "Account"). The Reporting Person is obligated to turn over to the Adviser any net cash or stock received upon exercise of the stock option, which will offset advisory fees owed by the Fund, the Nexus Fund II, and the Account to the Adviser. The Reporting Person therefore disclaims beneficial ownership of the stock option and underlying Common Stock."

Content

his option shall vest in full upon the earlier of (i) the first anniversary of the date of grant or (ii) the date of the next Annual Meeting; provided, however, that all vesting shall cease if the individual ceases to serve as a director, unless the Board of Directors determines that the circumstances warrant continuation of vesting.

Under the Reporting Person's arrangement with RA Capital Management, L.P. (the "Adviser"), the Reporting Person holds the stock option for the benefit of the RA Capital Healthcare Fund, L.P. (the "Fund"), RA Capital Nexus Fund II, L.P. (the "Nexus Fund II"), and a separately managed account (the "Account"). The Reporting Person is obligated to turn over to the Adviser any net cash or stock received upon exercise of the stock option, which will offset advisory fees owed by the Fund, the Nexus Fund II, and the Account to the Adviser. The Reporting Person therefore disclaims beneficial ownership of the stock option and underlying Common Stock."