SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

McMinn Rachel

(Last)

(First)

(Middle)

C/O NEUROGENE INC.

535 W 24TH STREET, 5TH FLOOR

(Street)

NEW YORK

10011

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/18/2023

3. Issuer Name and Ticker or Trading Symbol
Neurogene Inc. [ NGNE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,250,359⁽¹⁾⁽²⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽³⁾	10/15/2025	Common Stock	18,556	$11.79	D
Stock Option (Right to Buy)	⁽⁴⁾	09/22/2026	Common Stock	756	$25.32	D
Stock Option (Right to Buy)	⁽⁵⁾	03/08/2028	Common Stock	37,800	$20.22	D
Stock Option (Right to Buy)	⁽⁶⁾	03/10/2024	Common Stock	5,369	$6.4	D
Stock Option (Right to Buy)	⁽⁷⁾	03/10/2024	Common Stock	1,718	$6.4	D

Explanation of Responses:

1. 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").

2. 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.

3. 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.

4. 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.

5. 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.

6. This option represents a right to purchase 5,369 shares of the Issuer's common stock and is fully vested.

7. 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

	/s/ Christine Mikail, as attorney-in-fact for Rachel McMinn	12/26/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.