Rachel McMinn - Dec 18, 2023 Form 3 Insider Report for Neurogene Inc. (NGNE)

Role
Chief Executive Officer, Director
Signature
/s/ Christine Mikail, as attorney-in-fact for Rachel McMinn
Stock symbol
NGNE
Transactions as of
Dec 18, 2023
Transactions value $
$0
Form type
3
Date filed
12/26/2023, 06:12 PM
Next filing
Mar 14, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding NGNE Common Stock 1.25M Dec 18, 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
holding NGNE Stock Option (Right to Buy) Dec 18, 2023 Common Stock 18.6K $11.79 Direct F3
holding NGNE Stock Option (Right to Buy) Dec 18, 2023 Common Stock 756 $25.32 Direct F4
holding NGNE Stock Option (Right to Buy) Dec 18, 2023 Common Stock 37.8K $20.22 Direct F5
holding NGNE Stock Option (Right to Buy) Dec 18, 2023 Common Stock 5.37K $6.40 Direct F6
holding NGNE Stock Option (Right to Buy) Dec 18, 2023 Common Stock 1.72K $6.40 Direct F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Effective as of December 18, 2023 (the "Effective Time"), a wholly-owned subsidiary of Neoleukin Therapeutics, Inc. ("Neoleukin") merged (the "Merger") with and into Neurogene Inc. ("Neurogene") resulting in, among other things, Neurogene becoming a wholly-owned subsidiary of Neoleukin. At the Effective Time, Neoleukin effected a name change to "Neurogene Inc." (hereinafter, the "Issuer").
F2 Represents the number of shares of common stock of the Issuer received by the Reporting Person in the Merger in exchange for the shares of Neurogene held by the Reporting Person prior to the Merger. Each share of Neurogene capital stock held at the Effective Time was exchanged for 0.0756 shares of the Issuer's common stock, which gives effect to the reverse stock split of common stock effected by the Issuer immediately prior to the closing of the Merger and the Merger exchange ratio.
F3 This option represents a right to purchase 18,556 shares of the Issuer's common stock. 25% of this option vested on October 7, 2021, with the remainder vesting in equal monthly installments through October 7, 2024, subject to the Reporting Person's continued service to the Issuer on each such vesting date.
F4 This option represents a right to purchase 756 shares of the Issuer's common stock. 25% of this option vested on September 23, 2022, with the remainder vesting in equal monthly installments through September 23, 2025, subject to the Reporting Person's continued service to the Issuer on each such vesting date.
F5 This option represents a right to purchase 37,800 shares of the Issuer's common stock. 25% of this option will vest on March 9, 2024, with the remainder vesting in equal monthly installments through March 9, 2027, subject to the Reporting Person's continued service to the Issuer on each such vesting date.
F6 This option represents a right to purchase 5,369 shares of the Issuer's common stock and is fully vested.
F7 This option represents a right to purchase 1,718 shares of the Issuer's common stock and is fully vested.

Remarks:

Exhibit 24 - Power of Attorney