SEC FORM 3

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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Wright Christopher I

(Last)

(First)

(Middle)

C/O CYCLERION THERAPEUTICS, INC.

301 BINNEY STREET

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/16/2020

3. Issuer Name and Ticker or Trading Symbol
Cyclerion Therapeutics, Inc. [ [CYCN] ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Medical 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	17,009	D
Common Stock	28,356⁽¹⁾	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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Employee Stock Option (Right to Buy)	⁽²⁾	01/29/2029	Common Stock	28,663⁽²⁾	$14.21	D
Employee Stock Option (Right to Buy)	⁽²⁾	02/21/2028	Common Stock	24,584⁽²⁾	$16.02	D
Employee Stock Option (Right to Buy)	⁽²⁾	05/01/2027	Common Stock	35,068⁽²⁾	$18.04	D
Employee Stock Option (Right to Buy)	⁽³⁾	01/29/2029	Common Stock	35,244⁽⁶⁾	$14.21	D
Employee Stock Option (Right to Buy)	⁽⁴⁾	02/21/2028	Common Stock	14,760⁽⁶⁾	$16.02	D
Employee Stock Option (Right to Buy)	⁽⁵⁾	05/01/2027	Common Stock	5,961⁽⁶⁾	$18.04	D
Employee Stock Option (Right to Buy)	⁽⁷⁾	09/06/2029	Common Stock	23,437	$10.1	D
Employee Stock Option (Right to Buy)	⁽⁸⁾	09/06/2029	Common Stock	51,563	$10.1	D
Employee Stock Option (Right to Buy)	⁽⁹⁾	11/22/2029	Common Stock	75,000	$2.01	D
Employee Stock Option (Right to Buy)	⁽⁷⁾	11/04/2030	Common Stock	1,562	$2.48	D
Employee Stock Option (Right to Buy)	⁽¹⁰⁾	11/04/2030	Common Stock	73,438	$2.48	D

Explanation of Responses:

1. Consists of shares underlying unvested restricted stock units ("RSUs"), each representing the right to receive one share of Common Stock, granted on April 1, 2019, and received as a result of the equitable adjustment of outstanding RSUs held prior to the spin-off of the Issuer from its predecessor, effective April 1, 2019 (the "Separation"), of which 25,376 shares vest ratably on February 24, 2021, February 24, 2022 and February 23, 2023 and 2,980 vest on May 20,2021.

2. These stock options are fully exercisable and were granted by the Issuer's predecessor and were equitably adjusted into stock options of the Issuer pursuant to the Separation.

3. These stock options vest and becomes exercisable ratably on the first day of each month until and including January 1, 2023.

4. These stock options vest and becomes exercisable ratably on the first day of each month until and including January 1, 2022.

5. These stock options vest and becomes exercisable ratably on the third day of each month until and including April 3, 2021.

6. These stock options were granted by the Issuer's predecessor and were equitably adjusted into stock options of the Issuer pursuant to the Separation.

7. These stock options were issued under the Issuer's 2019 Equity Incentive Plan (the "Plan") and are fully exercisable.

8. These stock options vest and become exercisable ratably on the sixth day of each month until and including September 6, 2023.

9. These stock options will vest and become exercisable upon the attainment of both performance-based and service-based hurdles, as follows: (i) 20% of the shares subject to the option, if the average closing price of the common stock reported by Nasdaq for any thirty (30) consecutive trading days equals or exceeds $10; plus an additional (ii) 40% of the shares, if the average closing price equals or exceeds $20; plus an additional (iii) 40% of the shares, if the average closing price equals or exceeds $30; in each case, subject to the continuous employment or service through the later of the date that the performance hurdles set forth above are attained (but no later than December 31, 2024) and December 31, 2021. To the extent unvested as of December 31, 2024, all of these performance-based options will be cancelled.

10. These stock options vest and are exercisable ratably on the fourth day of each month until and including November 4, 2024.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ David Slatcher As Attorney-in-Fact for Chris Wright	12/30/2020
	** 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).
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.