Joshua Resnick - Jun 20, 2024 Form 4 Insider Report for PepGen Inc. (PEPG)

Role: Director
Signature: /s/ Noel Donnelly, as Attorney-in-Fact
Stock symbol: PEPG
Transactions as of: Jun 20, 2024
Transactions value $: $0
Form type: 4
Date filed: 6/21/2024, 04:09 PM
Previous filing: Jun 7, 2024

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	PEPG	Stock Option (Right to Buy)	Award	$0	+13K		$0.00	13K	Jun 20, 2024	Common Stock	13K	$16.80	Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	This option shall vest in full upon the earlier of (i) the first anniversary of the date of grant or (ii) the date of the next Annual Meeting; provided, however, that all vesting shall cease if the individual ceases to serve as a director, unless the Board of Directors determines that the circumstances warrant continuation of vesting.
F2	Under the Reporting Person's arrangement with RA Capital Management, L.P. (the "Adviser"), the Reporting Person holds the option for the benefit of the RA Capital Healthcare Fund, L.P. (the "Fund"), the RA Capital Nexus Fund II, L.P. (the "Nexus Fund II") and a separately managed account (the "Account"). The Reporting Person is obligated to turn over to the Adviser any net cash or stock received from the option, which will offset advisory fees owed by the Fund, the Nexus Fund II and the Account to the Adviser. The Reporting Person therefore disclaims beneficial ownership of the option and underlying common stock.

Content

This option shall vest in full upon the earlier of (i) the first anniversary of the date of grant or (ii) the date of the next Annual Meeting; provided, however, that all vesting shall cease if the individual ceases to serve as a director, unless the Board of Directors determines that the circumstances warrant continuation of vesting.

Under the Reporting Person's arrangement with RA Capital Management, L.P. (the "Adviser"), the Reporting Person holds the option for the benefit of the RA Capital Healthcare Fund, L.P. (the "Fund"), the RA Capital Nexus Fund II, L.P. (the "Nexus Fund II") and a separately managed account (the "Account"). The Reporting Person is obligated to turn over to the Adviser any net cash or stock received from the option, which will offset advisory fees owed by the Fund, the Nexus Fund II and the Account to the Adviser. The Reporting Person therefore disclaims beneficial ownership of the option and underlying common stock.