03/02/2026 | Press release | Distributed by Public on 03/02/2026 16:07
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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) | $6.22 | 03/01/2026 | A | 135,000 | (2) | 02/29/2036 | Common Stock | 135,000 | $ 0 | 135,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Kasraian Kasra C/O PEPGEN INC. 321 HARRISON AVE., 8TH FLOOR BOSTON, MA 02118 |
Chief Technical Officer | |||
| /s/ Noel Donnelly, as 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) | Consists of 34,557 restricted stock units ("RSUs"), each representing the contingent right to receive one share of Common Stock upon vesting. The RSUs vest in equal annual installments over four years, with the first installment vesting on March 1, 2027, subject to the Reporting Person's continued service to the Issuer on each such vesting date. |
| (2) | This option shall vest and become exercisable as follows: 25% of the shares on the one-year anniversary of the Grant Date, with the remaining 75% vesting and becoming exercisable in 36 equal monthly installments thereafter, subject to the Reporting Person's continued service to the Issuer on each such vesting date. |