08/14/2026 | Press release | Distributed by Public on 08/14/2026 18:46
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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 | ||||||||
| Common Stock | (7) | 08/12/2026 | M | 109,179 | (7) | (7) | Common Stock | 109,179 | $ 0 | 218,358 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Lin Shao-Lee C/O CUE BIOPHARMA, INC. 40 GUEST STREET BOSTON, MA 02135 |
X | Chief Executive Officer | ||
| /s/ Shao-Lee Lin | 08/14/2026 | |
| **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 sales reported represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of restricted stock units. The sales were to satisfy tax withholding obligations to be funded by a "sell-to-cover" transaction and do not represent discretionary transactions by the reporting person. |
| (2) | The price reported in this line item is a weighted average price. These shares were sold as part of block trades for multiple security holders of the Issuer at prices ranging from $26.50 to $27.495, inclusive. The Reporting Person undertakes to provide to the Issuer, any securityholder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein to the block trades. |
| (3) | The price reported in this line item is a weighted average price. These shares were sold as part of block trades for multiple security holders of the Issuer at prices ranging from $27.50 to $28.13, inclusive. The Reporting Person undertakes to provide to the Issuer, any securityholder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein to the block trades. |
| (4) | The price reported in this line item is a weighted average price. These shares were sold as part of block trades for multiple security holders of the Issuer at prices ranging from $26.70 to $27.69, inclusive. The Reporting Person undertakes to provide to the Issuer, any securityholder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein to the block trades. |
| (5) | The price reported in this line item is a weighted average price. These shares were sold as part of block trades for multiple security holders of the Issuer at prices ranging from $27.78 to $28.505, inclusive. The Reporting Person undertakes to provide to the Issuer, any securityholder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein to the block trades. |
| (6) | The price reported in this line item is a weighted average price. These shares were sold as part of block trades for multiple security holders of the Issuer at prices ranging from $28.90 to $29.87, inclusive. The Reporting Person undertakes to provide to the Issuer, any securityholder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein to the block trades. |
| (7) | The performance stock units ("PSU") were awarded subject to certain stock-price based vesting conditions with vesting comprised of three substantially equal tranches that are eligible to vest based the achievement of a closing price per share of $33.00, $38.50 and $44.00, in each case for a period of five consecutive trading days. If the stock price targets are not satisfied by the period ending 24 months from the date of grant, the PSUs shall automatically be forfeited and cancelled without consideration. The award settled with respect to 1/3 of the PSUs underlying the award on August 12, 2026. The remaining 2/3 of the PSUs underlying the award are expected to settle on the achievement of a closing price per share of $38.50 and $44.00, in each case for a period of five consecutive trading days. |