0001415889-23-012126.txt : 20230811 0001415889-23-012126.hdr.sgml : 20230811 20230811161008 ACCESSION NUMBER: 0001415889-23-012126 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230811 FILED AS OF DATE: 20230811 DATE AS OF CHANGE: 20230811 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Pontes Josias CENTRAL INDEX KEY: 0001868415 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39746 FILM NUMBER: 231164156 MAIL ADDRESS: STREET 1: C/O SIGILON THERAPEUTICS, INC. STREET 2: 100 BINNEY STREET, SUITE 600 CITY: CAMBRIDGE STATE: MA ZIP: 02142 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Sigilon Therapeutics, Inc. CENTRAL INDEX KEY: 0001821323 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 474005543 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 100 BINNEY STREET STREET 2: STE 600 CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 617-336-7540 MAIL ADDRESS: STREET 1: 100 BINNEY STREET STREET 2: STE 600 CITY: CAMBRIDGE STATE: MA ZIP: 02142 4 1 form4-08112023_040801.xml X0508 4 2023-08-11 0001821323 Sigilon Therapeutics, Inc. SGTX 0001868415 Pontes Josias C/O SIGILON THERAPEUTICS, INC. 100 BINNEY STREET STE 600 CAMBRIDGE MA 02142 false true false false CHIEF FINANCIAL OFFICER 0 Common Stock 2023-08-11 4 D 0 3504 D 0 D Stock Option (Right to Buy) 14.17 2023-08-11 4 D 0 10767 0.75 D 2033-02-27 Common Stock 10767 0 D 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. Includes 250 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). 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 CVR per Share subject to such stock option immediately prior to the Acceptance Time. 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"). /s/ Matthew Kowalsky, Attorney-in-Fact 2023-08-11