03/17/2026 | Press release | Distributed by Public on 03/17/2026 16:02
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Cobb Stuart C/O NEUROGENE INC. 535 W 24TH STREET, 5TH FLOOR NEW YORK, NY 10011 |
Chief Scientific Officer | |||
| /s/ Donna M Cochener, as attorney-in-fact for Stuart Cobb | 03/17/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | The transactions reported on this Form 4 were effected pursuant to a 10b5-1 plan adopted by the reporting person on February 6, 2025. |
| (2) | The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.94 to $20.93, inclusive. The reporting person undertakes to provide Neurogene Inc. (the "Company"), any securityholder of the Company, or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| (3) | Includes (a) 6,797 restricted stock units granted on March 13, 2025, which will vest on March 13, 2027; (b) 7,200 restricted stock units granted on March 23, 2025, which will vest annually in equal installments on March 23, 2026, March 23, 2027 and March 23, 2028 and (c) 16,500 restricted stock units granted on February 20, 2026, which will vest annually in equal installments on February 20, 2027, February 20, 2028 and February 20, 2029, in each case subject to the Reporting Person's continued provision of services to the Issuer on each vesting date. |
| (4) | The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.97 to $21.96, inclusive. The reporting person undertakes to provide the Company, any securityholder of the Company, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| (5) | The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.97 to $22.16, inclsuive. The reporting person undertakes to provide Neurogene Inc. the Company, any securityholder of the Company, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |