SEC FORM 4

SEC Form 4

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).

1. Name and Address of Reporting Person^*

Rodino-Klapac Louise

(Last)

(First)

(Middle)

215 FIRST STREET

SUITE 415

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Sarepta Therapeutics, Inc. [ SRPT ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Head of R&D, CSO

3. Date of Earliest Transaction (Month/Day/Year)
06/21/2024

4. 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 Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/21/2024		M		6,250	A	⁽¹⁾	74,323	D
Common Stock	06/24/2024		F		2,182⁽²⁾	D	$164.64	72,141	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Stock Units	⁽³⁾	06/21/2024		A		5,500		⁽³⁾	⁽³⁾	Common Stock	5,500	$0	5,500	D
Performance Stock Units	⁽¹⁾	06/21/2024		A		6,250		⁽¹⁾	⁽¹⁾	Common Stock	6,250	$0	6,250	D
Performance Stock Units	⁽¹⁾	06/21/2024		M			6,250	⁽¹⁾	⁽¹⁾	Common Stock	6,250	$0	0	D

Explanation of Responses:

1. Represents the number of shares earned and vested under a performance stock unit ("PSU") award granted to the Reporting Person on March 1, 2024. The number of shares earned is based on the Compensation Committee's determination of the Company's achievement of one of the prescribed milestones under the terms of the PSU. The PSUs vested immediately upon the Compensation Committee's determination of the Company's achievement of one of the prescribed milestones under the terms of the PSU.

2. Shares were sold by the Company to satisfy tax withholding obligations related to vesting of PSUs granted on March 1, 2024.

3. Represents the number of shares earned under a PSU award granted to the Reporting Person on March 7, 2022. The number of shares earned is based on the Compensation Committee's determination of the Company's achievement of prescribed milestones under the terms of the PSU award. The earned PSUs will vest on March 7, 2025, subject to the Reporting Person continuing to provide service to the Company through such vesting date.

	/s/ Ryan Brown as Attorney-in-Fact for Louise Rodino-Klapac	06/25/2024
	** 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).
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