| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 02/28/2023 |
3. Issuer Name and Ticker or Trading Symbol
Sigilon Therapeutics, Inc. [ SGTX ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 19,683(1) | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Option (Right to Buy) | (2) | 06/05/2029 | Common Stock | 77,777 | 4.12 | D | |
| Stock Option (Right to Buy) | (3) | 02/26/2030 | Common Stock | 1,110 | 9.39 | D | |
| Stock Option (Right to Buy) | (4) | 02/10/2031 | Common Stock | 50,000 | 39.81 | D | |
| Stock Option (Right to Buy) | (5) | 01/02/2032 | Common Stock | 90,000 | 3.03 | D | |
| Stock Option (Right to Buy) | (6) | 02/17/2032 | Common Stock | 105,000 | 1.48 | D | |
| Explanation of Responses: |
| 1. Includes 10,000 restricted stock units that vest as to 25% on October 29, 2023, which is the second anniversary of the date of grant, and 75% on the third anniversary of the date of grant, subject to the grantee's continued service to the Company on each vesting date. |
| 2. The option vested as to 25% of the underlying shares of common stock on May 6, 2020, the first anniversary of the vesting commencement date, and at a rate of 6.25% of the underlying shares thereafter on the first day of each quarter following such date until the option is fully vested. |
| 3. The option vested as to 50% of the underlying shares of common stock on October 23, 2020, based on the Company's satisfaction of certain performance criteria. The option vested as to 50% of the underlying shares of common stock on October 23, 2021, the first anniversary of the vesting commencement date. |
| 4. The option vested as to 25% of the underlying shares of common stock on February 11, 2022, the first anniversary of the vesting commencement date, and at a rate of 6.25% of the underlying shares thereafter on the first day of each quarter following such date until the option is fully vested. |
| 5. The option vested as to 30% of the underlying shares of common stock on January 3, 2023, the first anniversary of the vesting commencement date, and 70% on January 3, 2024. |
| 6. The option vested as to 25% of the underlying shares of common stock on February 18, 2023, the first anniversary of the vesting commencement date, and at a rate of 6.25% of the underlying shares thereafter on the first day of each quarter following such date until the option is fully vested. |
| /s/ Matthew Kowalsky | 02/28/2023 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||
LIMITED POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Rogerio Vivaldi Coelho, M.D., Josias Pontes and James Murphy, and each of them individually, with full power of substitution, as the undersigned’s true and lawful attorney-in-fact to:
(1)
prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended, or any rule or regulation of the SEC;
(2)
execute for and on behalf of the undersigned, in the undersigned’s capacity as officer and/or director of Sigilon Therapeutics, Inc. (the “Company”), Forms 3, 4, 5 and any Schedules 13D or 13G in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder;
(3)
do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Form 3, 4, or 5 or Schedule 13D or 13G, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and
(4)
take any other action of any type whatsoever in connection with the foregoing that, in the opinion of each such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by each such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as each such attorney-in-fact may approve in each such attorney-in-fact’s discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact, or each such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that each foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, 5, and any Schedules 13D or 13G with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to each foregoing attorney-in-fact.
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IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 28th day of February, 2023.
/s/ Matthew P. Kowalsky
Matthew P. Kowalsky
Signature Page to Limited Power of Attorney