| 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). | |||||||||||||||||
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Beam Therapeutics Inc. [ BEAM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/30/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 02/03/2025 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock(1)(2) | 01/30/2025 | M(3) | 30,000 | A | $0.67 | 968,659(4) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to Buy)(1)(2) | $0.67 | 01/30/2025 | M(3) | 30,000 | (4) | 05/08/2028 | Common Stock | 30,000 | $0 | 69,336 | D | ||||
| Explanation of Responses: |
| 1. On February 3, 2025, the Reporting Person filed a Form 4 (the "Original Form 4") that, among other things, reported the sale of shares of common stock pursuant to a Rule 10b5-1 trading plan. The Original Form 4 inadvertently failed to disclose the exercise of derivative securities that occurred pursuant to the same Rule 10b5-1 trading plan, which occurred immediately prior to such sale. Accordingly, this Form 4/A is being filed to disclose the omitted transaction. Immediately following the transaction reported herein, the Reporting Person directly beneficially owned 968,659 shares of common stock of Beam Therapeutics Inc. |
| 2. (Continued from footnote 1) ("BEAM"), and accordingly, all disclosures of the amount of securities directly beneficially owned by the Reporting Person subsequent to the transaction reported herein and prior to the filing of this Form 4/A, including with respect to the transactions reported in the Original Form 4, should be deemed to be adjusted accordingly. As of the date the filing of this Form 4/A, the Reporting Person directly beneficially owns 938,659 shares of common stock of BEAM. |
| 3. These transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 14, 2024. |
| 4. On May 8, 2018, the Reporting Person was granted an option to purchase shares of common stock, which vested as to 99,336 shares upon the achievement of a closing hurdle following BEAM's initial public offering (which closing price hurdle was achieved) (the "Price Condition"). The portion of the award subject to the Price Condition vested in three equal installments on December 21, 2021, June 30, 2022 and December 31, 2022. |
| By: /s/ Christine Bellon, Attorney-in-fact | 04/02/2025 | |
| ** 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). | ||
| 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. | ||