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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

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1. Name and Address of Reporting Person* Cobb Stuart (Last) (First) (Middle) C/O NEUROGENE INC. 535 W 24TH STREET, 5TH FLOOR (Street) NEW YORK NY 10011 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/18/2023	3. Issuer Name and Ticker or Trading Symbol Neurogene Inc. [ NGNE ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Scientific 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)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	(1)	10/15/2030	Common Stock	22,680	$10.71	D
Stock Option (Right to Buy)	(2)	09/22/2031	Common Stock	15,352	$23.02	D
Stock Option (Right to Buy)	(3)	03/08/2033	Common Stock	22,680	$18.39	D
Stock Option (Right to Buy)	(4)	03/10/2029	Common Stock	13,514	$5.82	D

Explanation of Responses:

1. This option represents a right to purchase 22,680 shares of the Issuer's common stock. 25% of this option vested on October 7, 2021, with the remainder vesting in equal monthly installments through October 7, 2024, subject to the Reporting Person's continued service to the Issuer on each such vesting date.

2. This option represents a right to purchase 15,352 shares of the Issuer's common stock. 25% of this option vested on September 23, 2022, with the remainder vesting in equal monthly installments through September 23, 2025, subject to the Reporting Person's continued service to the Issuer on each such vesting date.

3. This option represents a right to purchase 22,680 shares of the Issuer's common stock. 25% of this option will vest on March 9, 2024, with the remainder vesting in equal monthly installments through March 9, 2027, subject to the Reporting Person's continued service to the Issuer on each such vesting date.

4. This option represents a right to purchase 13,514 shares of the Issuer's common stock and is fully vested.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Christine Mikail, as attorney-in-fact for Stuart Cobb	12/26/2023
	** 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.