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