Coelho Rogerio Vivaldi - Aug 11, 2023 Form 4 Insider Report for Sigilon Therapeutics, Inc. (SGTX)

Role
PRESIDENT AND CEO, Director
Signature
/s/ Matthew Kowalsky, Attorney-in-Fact
Stock symbol
SGTX
Transactions as of
Aug 11, 2023
Transactions value $
-$26,537
Form type
4
Date filed
8/11/2023, 04:10 PM
Previous filing
Jul 24, 2023
Next filing
Jun 4, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SGTX Common Stock Disposed to Issuer -12.2K -100% 0 Aug 11, 2023 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 SGTX Stock Option (Right to Buy) Disposed to Issuer -$26.5K -35.4K -100% $0.75 0 Aug 11, 2023 Common Stock 35.4K $14.17 Direct F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Pursuant to the Merger Agreement, as of the Effective Time, these shares were converted into the right to receive consideration per share of (i) $14.92, net to the stockholder in cash, without interest plus (ii) one Contingent Value Right ("CVR") per share.
F2 Includes 206 shares acquired by the Reporting Person pursuant to the Issuer's 2020 Employee Stock Purchase Plan ("ESPP") for the purchase period from April 3, 2023 to August 3, 2023. In accordance with the ESPP, these shares were purchased at a price equal to 85% of the closing price of the Issuer's common stock. This transaction is exempt under Rule 16b-3(c).
F3 Effective May 22, 2023, the Issuer effected a 1-for-13 reverse stock split (the "Reverse Split") of its issued and outstanding shares of Common Stock. Cash was paid in lieu of any fractional shares resulting from the Reverse Split. The Reporting Person's beneficial ownership in this Form 4 has been adjusted for the Reverse Split.
F4 Pursuant to the Merger Agreement, these stock options were cancelled and the Reporting Person was entitled to receive (without interest) (x) an amount in cash (less applicable Tax withholdings) equal to the product of (A) the total number of Shares subject to such option immediately prior to the Acceptance Time multiplied by (B) the excess, if any, of the Closing Amount over the applicable exercise price per Share under such option and (y) one CVR per Share subject to such stock option immediately prior to the Acceptance Time.

Remarks:

Capitalized terms used herein without definition have the meanings ascribed to them in the Agreement and Plan of Merger, dated as of June 28, 2023, among Sigilon Therapeutics, Inc., Eli Lilly and Company and Shenandoah Acquisition Corporation. (the "Merger Agreement").