12/18/2025 | Press release | Distributed by Public on 12/18/2025 14:34
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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) | $9.83 | 11/04/2025 | D(1) | 202,816 | 08/19/2025(2) | 08/18/2034 | Common Stock | 202,816 | $ 0 | 40,000 | D | ||||
| Stock Option (Right to Buy) | $4.53 | 11/04/2025 | A(1) | 202,816 | 08/19/2025(2) | 08/18/2034 | Common Stock | 202,816 | $ 0 | 202,816 | D | ||||
| Stock Option (Right to Buy) | $9.83 | 11/04/2025 | D(1) | 40,000 | 08/19/2025(2) | 08/18/2034 | Common Stock | 40,000 | $ 0 | 0 | D | ||||
| Stock Option (Right to Buy) | $4.53 | 11/04/2025 | A(1) | 40,000 | 08/19/2025(2) | 08/18/2034 | Common Stock | 40,000 | $ 0 | 242,816 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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STRECK PAUL C/O PEPGEN INC. 321 HARRISON AVE., 8TH FL BOSTON, MA 02118 |
EVP, Head of R&D | |||
| /s/ Noel Donnelly, as attorney-in-fact | 12/18/2025 | |
| **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) | On November 4, 2025, the Issuer's Board of Directors approved a repricing of the Reporting Person's outstanding stock options granted under the Issuer's 2020 Stock Plan, 2022 Stock Option and Incentive Plan, and 2024 Inducement Plan. The exercise price of eligible options was reduced to $4.53, with all other terms unchanged except that the reduced exercise price is available only if the Reporting Person satisfies the applicable retention period; otherwise, the original exercise price will apply. The transactions reported herein are exempt pursuant to Rules 16b-6(d) and 16b-3 under the Securities Exchange Act of 1934. |
| (2) | This option shall vest as follows: twenty-five percent (25%) on the one-year anniversary of the Grant Date and the remainder vesting in thirty-six (36) equal monthly installments, subject to the option recipient's continued service or employment with the Company on each applicable vesting date. |