| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | SGTX | Common Stock | Disposed to Issuer | -1.93K | -100% | 0 | Aug 11, 2023 | Direct | F1, F2, F3 |
| 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 | -$9.52K | -12.7K | -100% | $0.75 | 0 | Aug 11, 2023 | Common Stock | 12.7K | $14.17 | Direct | F2, F4 |
| 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 | 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 |
| F3 | Includes 412 shares acquired by the Reporting Person pursuant to the Issuer's 2020 Employee Stock Purchase Plan ("ESPP") for the purchase periods from October 3, 2022 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. These transaction are exempt under Rule 16b-3(c). |
| 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. |
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").