03/02/2026 | Press release | Distributed by Public on 03/02/2026 16:51
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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 | ||||||||
| Stock Option (Right to Buy) | $16 | 02/26/2026 | A | 844,595 | (3) | 02/25/2036 | Common Stock | 844,595 | $ 0 | 844,595 | D | ||||
| Stock Option (Right to Buy) | $16 | 02/26/2026 | A | 844,595 | (4) | 02/25/2036 | Common Stock | 844,595 | $ 0 | 844,595 | D | ||||
| Series A Preferred Stock | (1) | 03/02/2026 | C | 1,000,000 | (1) | (1) | Common Stock | 658,327 | $ 0 | 0 | I | By MTN 2024 GST Trust(2) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Nally Michael GENERATE BIOMEDICINES, INC. 101 SOUTH STREET, SUITE 900 SOMERVILLE, MA 02143 |
X | Chief Executive Officer | ||
| /s/ Michael Wolf, Attorney-in-Fact | 03/02/2026 | |
| **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) | Each share of Series A Preferred Stock automatically converted into shares of the Issuer's Common Stock on a one-for-1.5190 basis upon the closing of the Issuer's initial public offering on March 2, 2026. The Series A Preferred Stock had no expiration date. |
| (2) | The Reporting Person disclaims beneficial ownership of such shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that he is a beneficial owner of such shares for the purpose of Section 16 of the Exchange Act, or for any other purpose. |
| (3) | The shares underlying this option shall vest in two equal installments on each of February 19, 2029 and February 19, 2030, subject to the Reporting Person's continued service on each such vesting date. |
| (4) | The shares underlying this option shall vest in forty-eight equal monthly installments following February 19, 2026, subject to the Reporting Person's continued service on each such vesting date. |