0000950170-24-054708.txt : 20240507 0000950170-24-054708.hdr.sgml : 20240507 20240507170040 ACCESSION NUMBER: 0000950170-24-054708 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240503 FILED AS OF DATE: 20240507 DATE AS OF CHANGE: 20240507 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Booth Bruce CENTRAL INDEX KEY: 0001451612 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41200 FILM NUMBER: 24922999 MAIL ADDRESS: STREET 1: 890 WINTER STREET STREET 2: SUITE 320 CITY: WALTHAM STATE: MA ZIP: 02451 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Vigil Neuroscience, Inc. CENTRAL INDEX KEY: 0001827087 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 100 FORGE ROAD STREET 2: SUITE 700 CITY: WATERTOWN STATE: MA ZIP: 02472 BUSINESS PHONE: 857-254-4445 MAIL ADDRESS: STREET 1: 100 FORGE ROAD STREET 2: SUITE 700 CITY: WATERTOWN STATE: MA ZIP: 02472 4 1 ownership.xml 4 X0508 4 2024-05-03 false 0001827087 Vigil Neuroscience, Inc. VIGL 0001451612 Booth Bruce VIGIL NEUROSCIENCE, INC. 100 FORGE ROAD, SUITE 700 WATERTOWN MA 02472 true false false false false Stock Option Award (Right to Buy) 16.13 2024-05-03 4 D false 7577 9.63 D 2032-03-01 Common Stock 7577 0 D Stock Option Award (Right to Buy) 3.03 2024-05-03 4 A false 7577 0 A 2032-03-01 Common Stock 7577 7577 D Stock Option Award (Right to Buy) 3.10 2024-05-03 4 D false 12155 0 D 2032-06-09 Common Stock 12155 0 D Stock Option Award (Right to Buy) 3.03 2024-05-03 4 A false 12155 0 A 2032-06-09 Common Stock 12155 12155 D Stock Option Award (Right to Buy) 11.87 2024-05-03 4 D false 9713 7.618 D 2033-03-01 Common Stock 9713 0 D Stock Option Award (Right to Buy) 3.03 2024-05-03 4 A false 9713 0 A 2033-03-01 Common Stock 9713 9713 D Stock Option Award (Right to Buy) 10.00 2024-05-03 4 D false 13928 0 D 2033-06-07 Common Stock 13928 0 D Stock Option Award (Right to Buy) 3.03 2024-05-03 4 A false 13928 0 A 2033-06-07 Common Stock 13928 13928 D On May 3, 2024, pursuant to the terms of the Issuer's 2021 Stock Option and Incentive Plan (the "2021 Plan"), the Issuer's Board of Directors approved a stock option award repricing, effective as of May 3, 2024 (the"Effective Date"). Except for the new exercise price (see footnote 4 below), all of the other terms of the stock option award remain unchanged. This transaction is exempt pursuant to Rule 16b-6(d) and Rule 16b-3 of theExchange Act, as applicable. This stock option award was issued pursuant to the Issuer's Non-Employee Director Compensation Policy in lieu of cash compensation and the shares subject to this stock option award are fully vested and exercisable as of the date hereof. The Reporting Person is a member of Atlas Venture Associates XII, LLC and is obligated to transfer the economic benefit, if any, received upon the sale of the shares issuable upon exercise of the option to Atlas Venture Life Science Advisors, LLC. As such, the Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, except to the extent of his pecuniary interest therein, if any. The exercise price of the stock option award is $3.03 per share, representing the fair market value per share of the Issuer's Common Stock on the Effective Date. Under the terms of the stock option award repricing, a repriced stock option award will revert to its original exercise price if exercised during the Retention Period. The "Retention Period" commenced on the Effective Date and ends upon the earliest of (i) the one-year anniversary of the Effective Date, (ii) a Sale Event (as defined in the 2021 Plan) and (iii) the termination of the Reporting Person's Service Relationship (as defined in the 2021 Plan) by the Company other than for Cause (as defined in the 2021 Plan) or due to the Reporting Person's death or disability. This stock option award was issued pursuant to the 2021 Plan and the shares subject to this stock option award are fully vested and exercisable as of the date hereof. This stock option award was issued pursuant to the Issuer's Non-Employee Director Compensation Policy in lieu of cash compensation and the shares subject to this stock option award are fully vested and exercisable asof the date hereof. This stock option award was issued pursuant to the 2021 Plan and shall vest and become exercisable upon the earlier to occur of (i) June 7, 2024 and (ii) the next annual meeting of the Issuer's stockholders. /s/ Ommer Chohan, Attorney-in-Fact 2024-05-07