0000950170-24-054707.txt : 20240507 0000950170-24-054707.hdr.sgml : 20240507 20240507170037 ACCESSION NUMBER: 0000950170-24-054707 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: Verni Christopher CENTRAL INDEX KEY: 0001920537 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41200 FILM NUMBER: 24922997 MAIL ADDRESS: STREET 1: VIGIL NEUROSCIENCE, INC. STREET 2: 1 BROADWAY, 7TH FLOOR, SUITE 07-300 CITY: CAMBRIDGE STATE: MA ZIP: 02142 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 0001827087 Vigil Neuroscience, Inc. VIGL 0001920537 Verni Christopher VIGIL NEUROSCIENCE, INC. 100 FORGE ROAD, SUITE 700 WATERTOWN MA 02472 false true false false General Counsel false Stock Option Award (Right to Buy) 7.06 2024-05-03 4 D false 150000 0.00 D 2032-04-19 Common Stock 150000 0 D Stock Option Award (Right to Buy) 3.03 2024-05-03 4 A false 150000 0 A 2032-04-19 Common Stock 150000 150000 D Stock Option Award (Right to Buy) 11.87 2024-05-03 4 D false 85000 0.00 D 2033-03-01 Common Stock 85000 0 D Stock Option Award (Right to Buy) 3.03 2024-05-03 4 A false 85000 0.00 A 2033-03-01 Common Stock 85000 85000 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 3 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 the Exchange Act, as applicable. This stock option award was issued pursuant to the 2021 Plan and shall vest and become exercisable as follows: 25% of the shares vested on April 19, 2023 and 1/36th of the remaining shares vested, or shall vest, as applicable, on each monthly anniversary thereafter. 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), (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, and (iv) the termination of the Reporting Person's Service Relationship for Good Reason (as defined in the Reporting Person's employment agreement). This stock option award was issued pursuant to the 2021 Plan and shall vest and become exercisable in forty-eight (48) equal monthly installments, with the first installment having vested April 1, 2023. /s/ Christopher Verni 2024-05-07