| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Stoke Therapeutics, Inc. [ STOK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/01/2023 | ||||||||||||||||||||||||||
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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 | ||||||
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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 | ||||||||
| Employee Stock Option (Right to Buy) | $20.25 | 12/01/2023 | D | 60,000 | (1) | 03/24/2030 | Common Stock | 60,000 | (2) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $60 | 12/01/2023 | D | 65,600 | (3) | 03/01/2031 | Common Stock | 65,600 | (4) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $20.34 | 12/01/2023 | D | 107,400 | (5) | 03/14/2032 | Common Stock | 107,400 | (6) | 0 | D | ||||
| Restricted Stock Unit (RSU) | (7) | 12/01/2023 | A | 60,773 | (8) | 12/01/2025 | Common Stock | 60,773 | $0.00 | 60,773 | D | ||||
| Explanation of Responses: |
| 1. The canceled option vested as to 1/48th of the total award on April 25, 2020 and provided for 1/48th of the total award to vest monthly thereafter, subject to the reporting person's continued service to the Issuer through each vesting date. |
| 2. On December 1, 2023, the Issuer cancelled, pursuant to the Issuer's option exchange program, options to purchase 60,000 shares of Common Stock of the Issuer and in exchange issued to the reporting person 18,749 restricted stock units. |
| 3. The canceled option vested as to 1/48th of the total award on April 2, 2021 and provided for 1/48th of the total award to vest monthly thereafter, subject to the reporting person's continued service to the Issuer through each vesting date. |
| 4. On December 1, 2023, the Issuer cancelled, pursuant to the Issuer's option exchange program, options to purchase 65,600 shares of Common Stock of the Issuer and in exchange issued to the reporting person 8,463 restricted stock units. |
| 5. The canceled option vested as to 1/48th of the total award on April 15, 2022 and provided for 1/48th of the total award to vest monthly thereafter, subject to the reporting person's continued service to the Issuer through each vesting date. |
| 6. On December 1, 2023, the Issuer cancelled, pursuant to the Issuer's option exchange program, options to purchase 107,400 shares of Common Stock of the Issuer and in exchange issued to the reporting person 33,561 restricted stock units. |
| 7. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock. |
| 8. 48,792 restricted stock units will vest on December 1, 2024 and 11,981 will vest on December 1, 2025, subject to the reporting person's continued service to the Issuer on each such date. |
| Remarks: |
| /s/ Stephen Tulipano | 12/05/2023 | |
| ** 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 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. | ||