SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Loew Caroline

(Last)

(First)

(Middle)

C/O MURAL ONCOLOGY PLC

10 EARLSFORT TERRACE

(Street)

DUBLIN 2

D02 T380

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Mural Oncology plc [ MURA ]

5. 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

3. Date of Earliest Transaction (Month/Day/Year)
12/14/2023

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	12/14/2023		A		167,276⁽¹⁾	A	$0.00	167,276	D
Ordinary Shares	12/14/2023		A		37,171⁽²⁾	A	$0.00	37,171	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$3.61	12/14/2023⁽³⁾		A		379,690⁽³⁾		⁽⁴⁾	07/02/2033	Ordinary Shares	379,690	⁽³⁾	379,690	D

Explanation of Responses:

1. Represents a restricted stock unit award originally granted by Alkermes plc ("Alkermes") that was converted into a restricted stock unit ("RSU") award of Mural Oncology plc (the "Issuer") in connection with the spin-off of the Issuer from Alkermes (the "Spin-off"). Consists of ordinary shares issuable under 167,276 RSUs. Each RSU represents the right to receive one ordinary share of the Issuer upon vesting. These RSUs are scheduled to vest with respect to 25% of the underlying ordinary shares on each of the first four anniversaries of July 5, 2023, subject to the reporting person's continued service with the Issuer.

2. Consists of ordinary shares issuable under 37,171 RSUs. Each RSU represents the right to receive one ordinary share of the Issuer upon vesting. These RSUs are scheduled to vest with respect to 25% of the underlying ordinary shares on each of the first four anniversaries of December 14, 2023, subject to the reporting person's continued service with the Issuer.

3. Represents an option award originally granted by Alkermes that was converted into an option award of the Issuer in connection with the Spin-off.

4. This option was granted on December 14, 2023. The option is scheduled to vest with respect to 25% of the underlying ordinary shares on each of the first four anniversaries of July 5, 2023, subject to the reporting person's continued service with the Issuer.

	/s/ Maiken Keson-Brookes, attorney-in-fact for Caroline Loew	12/18/2023
	** 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 4 (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).
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