SEC Form 4/A · accession 0000904454-15-000039
Neurogene Inc. · NGNE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Period of report
Mar 12, 2014
Accepted (ET)
Feb 3, 2015 · 12:05 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001404644
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2,F1 | Mar 12, 2014 | C | 1,392,094 | — | A | 1,392,094 | I | Johnson & Johnson Development Corporation |
| Common StockF1 | Mar 12, 2014 | P | 272,727 | $11.00 | A | 1,664,821 | I | Johnson & Johnson Development Corporation |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A-1 Preferred StockF1,F2 | — | Mar 12, 2014 | C | 255,681 | D | — | — | Common Stock | 255,681 | 0 | I |
| Series A-2 Preferred StockF1,F2 | — | Mar 12, 2014 | C | 170,454 | D | — | — | Common Stock | 170,454 | 0 | I |
| Series B-1 Preferred StockF1,F2 | — | Mar 12, 2014 | C | 293,884 | D | — | — | Common Stock | 293,884 | 0 | I |
| Series B-2 Preferred StockF1,F2 | — | Mar 12, 2014 | C | 292,532 | D | — | — | Common Stock | 292,532 | 0 | I |
| Series C Preferred StockF1,F2 | — | Mar 12, 2014 | C | 379,543 | D | — | — | Common Stock | 379,543 | 0 | I |
Explanation of responses
- F1The securities reported as being indirectly beneficially owned by the designated Reporting Person are directly beneficially owned by Johnson & Johnson Development Corporation, a wholly-owned subsidiary of the designated Reporting Person.
- F2Upon the closing of the Issuer's initial public offering each outstanding share of Preferred Stock automatically converted into Common Stock, on a 1-to-1 basis, for no additional consideration. There was no expiration applicable to the Preferred Stock.