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

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
11 Aug 2023, 16:10:12 UTC
Prior SEC filing
24 Jul 2023
Next SEC filing
04 Jun 2024
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Matthew Kowalsky, Attorney-in-Fact

Key filing fact

Coelho Rogerio Vivaldi filed Form 4 for Sigilon Therapeutics, Inc. on 11 Aug 2023.

Key facts

  • This page summarizes Coelho Rogerio Vivaldi's Form 4 filing for Sigilon Therapeutics, Inc..
  • 2 reported transactions and 1 derivative row are listed below.
  • Accepted by SEC: 11 Aug 2023, 16:10.

Change

  • Previous filing in this sequence was filed on 24 Jul 2023.
  • Current net transaction value: -$26,536.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

SGTX transaction

Common Stock

Disposed to Issuer

Transaction value
Shares
-12,169
Change %
-100%
Price
Shares after
0
Date
11 Aug 2023
Ownership
Direct
Footnotes
F1, F2

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

SGTX transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
$26,536
Shares
-35,382
Change %
-100%
Price
$0.7500
Shares after
0
Date
11 Aug 2023
Ownership
Direct
Underlying class
Common Stock
Underlying amount
35,382
Exercise price
$14.17
Footnotes
F3, F4
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 4 footnotes

Footnote 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.

Footnote 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).

Footnote 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.

Footnote 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.

SEC 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").

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