SEC Form 3

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* Meswani Parag V (Last) (First) (Middle) C/O SIO GENE THERAPIES INC. 130 W. 42ND ST., 26TH FL. (Street) NEW YORK NY 10036 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/28/2022	3. Issuer Name and Ticker or Trading Symbol Sio Gene Therapies Inc. [ SIOX ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Commercial Officer	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

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	33,733	D

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)	(1)	12/16/2028	Common Stock	15,625	$9.2	D
Stock Option (Right to Buy)	(2)	12/16/2028	Common Stock	15,625	$9.2	D
Stock Option (Right to Buy)	(3)	04/14/2029	Common Stock	20,875	$8.48	D
Stock Option (Right to Buy)	(4)	04/14/2029	Common Stock	12,500	$8.48	D
Restricted Stock Units	(5)	(5)	Common Stock	25,333	(6)	D
Stock Option (Right to Buy)	(7)	10/04/2030	Common Stock	18,075	$5.63	D
Restricted Stock Units	(8)	(8)	Common Stock	8,033	(6)	D
Stock Option (Right to Buy)	(9)	04/14/2031	Common Stock	219,000	$2.47	D

Explanation of Responses:

1. The option vested or vests, as applicable, over a period of four years with 25% of the shares of common stock underlying the option vested on November 26, 2019, and the remainder vested or vesting, as applicable, in 12 equal quarterly installments thereafter, subject to Reporting Person providing continuous service to the Issuer through each such date.

2. One-third of the option will vest at such time as the Issuer's 30-day trailing volume weighted average closing stock price ("30-day VWAP") is equal to $24.00; one-third of the option will vest at such time as the Issuer's 30-day VWAP stock price is equal to $40.00; and one-third of the option will vest at such time as the Issuer's 30-day VWAP stock price is equal to $56.00, in each case subject to the Reporting Person providing continuous service to the Issuer through each such date.

3. The option vested or vests, as applicable, over a period of four years with 25% of the shares of common stock underlying the option vested on April 15, 2020, and the remainder vested or vesting, as applicable, in 12 equal quarterly installments thereafter, subject to Reporting Person providing continuous service to the Issuer through each such date.

4. One-third of the option will vest at such time as the Issuer's 30-day trailing volume weighted average closing stock price ("30-day VWAP") is equal to $16.96; one-third of the option will vest at such time as the Issuer's 30-day VWAP stock price is equal to $33.92; and one-third of the option will vest at such time as the Issuer's 30-day VWAP stock price is equal to $50.88, in each case subject to the Reporting Person providing continuous service to the Issuer through each such date.

5. One-half of the restricted stock unit shall vest on April 15, 2022 and April 15, 2023, subject to the Reporting Person providing continuous service to the Issuer through each such date.

6. Each restricted stock unit represents the right to receive one share of the Issuer's common stock.

7. The option vested or vests, as applicable, over a period of four years with 25% of the shares of common stock underlying the option vested on October 5, 2021, and the remainder vested or vesting, as applicable, in 12 equal quarterly installments thereafter, subject to Reporting Person providing continuous service to the Issuer through each such date.

8. One-half of the restricted stock unit shall vest on October 5, 2022 and October 5, 2023, subject to the Reporting Person providing continuous service to the Issuer through each such date.

9. The option vests over a period of three years with one-third of the shares of common stock underlying the option vesting on April 15, 2022 and the remainder vesting in 8 equal quarterly installments thereafter, subject to the Reporting Person providing continuous service to the Issuer through each such date. The option allows for early exercise, subject to the Issuer's repurchase option with respect to any unvested shares of common stock.

Remarks:

	/s/ David Nassif, Attorney-in-Fact	02/07/2022
	** 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 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).
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