FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Vigil Neuroscience, Inc. [ VIGL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/11/2022 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 01/11/2022 | C | 3,333,245 | A | (1) | 3,333,245 | I | By Vida Ventures III, L.P.(2) | ||
Common Stock | 01/11/2022 | C | 7,684 | A | (1) | 7,684 | I | By Vida Ventures III-A, L.P.(3) | ||
Common Stock | 01/11/2022 | P | 1,671,148 | A | $14(4) | 5,004,393 | I | By Vida Ventures III, L.P.(2) | ||
Common Stock | 01/11/2022 | P | 3,852 | A | $14(5) | 11,536 | I | By Vida Ventures III-A, L.P.(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series B Preferred Stock | (1) | 01/11/2022 | C | 9,243,756 | (1) | (1) | Common Stock | 3,333,245 | $0.00 | 0 | I | By Vida Ventures III, L.P.(2) | |||
Series B Preferred Stock | (1) | 01/11/2022 | C | 21,310 | (1) | (1) | Common Stock | 7,684 | $0.00 | 0 | I | By Vida Ventures III-A, L.P.(3) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Each share of Series B Preferred Stock automatically converted into shares of the Issuer's common stock, par value $0.0001 per share ("Common Stock") on a one-for-2.7732 basis upon the closing of the Issuer's initial public offering on January 11, 2022 and had no expiration date. |
2. The shares are held directly by Vida Ventures III, L.P. ("Vida III"). Vida Ventures GP III, L.L.C.("Vida III GP") is the general partner of Vida III. Vida III GP disclaims beneficial ownership of the securities held of record by Vida III, and this report shall not be deemed an admission that they are the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interest therein, if any. |
3. The shares are held directly by Vida Ventures III-A, L.P. ("Vida III-A"). Vida III GP is the general partner of Vida III-A. Vida III GP disclaims beneficial ownership of the securities held of record by Vida III-A, and this report shall not be deemed an admission that they are the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interest therein, if any. |
4. On January 11, 2022, Vida III purchased 1,671,148 shares of Common Stock of the Issuer at a price of $14.00 per share pursuant to an underwritten public offering. |
5. On January 11, 2022, Vida III-A purchased 3,852 shares of Common Stock of the Issuer at a price of $14.00 per share pursuant to an underwritten public offering. |
Remarks: |
VIDA VENTURES GP III, L.L.C., By: /s/ Stefan Vitorovic, its Managing Member | 01/11/2022 | |
VIDA VENTURES III, L.P., By: Vida Ventures GP III, L.L.C., its general partner, By: /s/ Stefan Vitorovic, its Managing Member | 01/11/2022 | |
VIDA VENTURES III-A, L.P., By: Vida Ventures GP III, L.L.C., its general partner, By: /s/ Stefan Vitorovic, its Managing Member | 01/11/2022 | |
** 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 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). | ||
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. |