N. Oesterle - Aug 11, 2023 Form 4 Insider Report for Sigilon Therapeutics, Inc. (SGTX)

Role: Director
Signature: /s/ Matthew Kowalsky, Attorney-in-Fact
Stock symbol: SGTX
Transactions as of: Aug 11, 2023
Transactions value $: -$40,042
Form type: 4
Date filed: 8/11/2023, 04:10 PM
Previous filing: May 22, 2023
Next filing: May 9, 2024

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	SGTX	Stock Option (Right to Buy)	Disposed to Issuer	-$4.54K	-683	-100%	$6.64^*	Aug 11, 2023	Common Stock	683	$8.28	Direct	F1, F2
transaction	SGTX	Stock Option (Right to Buy)	Disposed to Issuer	-$3.41K	-683	-100%	$5.00^*	Aug 11, 2023	Common Stock	683	$9.92	Direct	F1, F2
transaction	SGTX	Stock Option (Right to Buy)	Disposed to Issuer	-$32.1K	-4.27K	-100%	$7.51^*	Aug 11, 2023	Common Stock	4.27K	$7.41	Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	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.
F2	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 Contingent Value Right per Share subject to such stock option immediately prior to the Acceptance Time.

Content

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.

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 Contingent Value Right 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").