Please wait



Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
Checkbox not checked   Rule 13d-1(c)
Checkbox not checked   Rule 13d-1(d)


SCHEDULE 13D/A 0001855502 XXXXXXXX LIVE 3 Common Stock, $0.0001 par value per share 06/10/2025 false 0001827087 92673K108 Vigil Neuroscience, Inc. 100 Forge Road Suite 700 Watertown MA 02472 Jean-Philippe Kouakou-Zebouah (857) 254-9500 Vida Ventures GP III, L.L.C. 40 Broad Street, Suite 201 Boston MA 02109 0001855504 N Vida Ventures III, L.P. b WC N DE 0 1631038 0 1631038 1631038 N 3.5 PN (1) All shares are held of record by Vida III (as defined in Item 2(a) of the Original Schedule 13D (as defined below)). Vida III GP (as defined in Item 2(a) of the Original Schedule 13D) is the general partner of each of Vida III and Vida III-A (as defined in Item 2(a) of the Original 13D) and may be deemed to have voting, investment, and dispositive power with respect to these securities. Each of the Investment Committee (as defined in the Original Schedule 13D) and the members thereof may be deemed to share voting, investment and dispositive power with respect to these securities. (2) Based upon 46,671,534 shares of the Issuer's Common Stock outstanding as of April 30, 2025, as set forth in the Issuer's quarterly report on Form 10-Q for the quarter ended March 31, 2025, filed with the Securities and Exchange Commission ("Commission") on May 7, 2025 (the "Form 10-Q"). 0001855503 N Vida Ventures III-A, L.P. b WC N DE 0 3760 0 3760 3760 N 0 PN (1) All shares are held of record by Vida III-A. Vida III GP is the general partner of each of Vida III and Vida III-A and may be deemed to have voting, investment, and dispositive power with respect to these securities. Each of the Investment Committee and the members thereof may be deemed to share voting, investment and dispositive power with respect to these securities. (2 ) Based upon 46,671,534 shares of the Issuer's Common Stock outstanding as of April 30, 2025, as set forth in the Form 10-Q. 0001855502 N Vida Ventures GP III, L.L.C. b AF N DE 0 1634798 0 1634798 1634798 N 3.5 OO (1) Consists of (i) 1,631,038 shares held by Vida III and (ii) 3,760 shares held by Vida III-A. Vida III GP is the general partner of each of Vida III and Vida III-A and may be deemed to have voting, investment, and dispositive power with respect to these securities. Each of the Investment Committee and the members thereof may be deemed to share voting, investment and dispositive power with respect to these securities. (2) Based upon 46,671,534 shares of the Issuer's Common Stock outstanding as of April 30, 2025, as set forth in the Form 10-Q. . Common Stock, $0.0001 par value per share Vigil Neuroscience, Inc. 100 Forge Road Suite 700 Watertown MA 02472 Explanatory Note: This Amendment No. 3 (this Amendment) amends and supplements the Schedule 13D originally filed by the Reporting Persons with the SEC on February 10, 2023, as amended by that Amendment No. 1 filed with the SEC on October 9, 2024 and that Amendment No. 2 filed with the SEC on June 9, 2025 (collectively, the Original Schedule 13D). Only those items that are hereby reported are amended; all other items reported in the Original Schedule 13D remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defines in this Amendment have the meanings ascribed to them in the Original Schedule 13D. The information set forth in Item 2(a) of the Original Schedule 13D is incorporated herein by reference. The information set forth in Item 2(b) of the Original Schedule 13D is incorporated herein by reference. The information set forth in Item 2(c) of the Original Schedule 13D is incorporated herein by reference. The information set forth in Item 2(d) of the Original Schedule 13D is incorporated herein by reference. The information set forth in Item 2(e) of the Original Schedule 13D is incorporated herein by reference. The information set forth in Item 2(f) of the Original Schedule 13D is incorporated herein by reference. The information set forth in Item 3 of the Original Schedule 13D is incorporated herein by reference. The information set forth in Item 4 of the Original Schedule 13D is incorporated herein by reference. See Items 7-11 of the cover pages of this Amendment No. 2. The information reported on such cover pages is reported as of June 11, 2025. See Items 7-11 of the cover pages of this Amendment No. 2. The information reported on such cover pages is reported as of June 11, 2025. On June 9, 2025, Vida III sold 367,930 shares of Common Stock at a weighted average price per share of $7.8809 for aggregate proceeds of $2,899,618.414. On June 9, 2025, Vida III-A sold 848 shares of Common Stock at a weighted average price per share of $7.8809 for aggregate proceeds of $6,684.13. On June 10, 2025, Vida III sold 508,273 shares of Common Stock at a weighted average price per share of $7.8734 for aggregate proceeds of $4,001,839.32. On June 10, 2025, Vida III-A sold 1,172 shares of Common Stock at a weighted average price per share of $7.8734 for aggregate proceeds of $9,224.94. On June 11, 2025, Vida III sold 328,222 shares of Common Stock at a weighted average price per share of $7.8702 for aggregate proceeds of $2,583,241.50. On June 11, 2025, Vida III-A sold 757 shares of Common Stock at a weighted average price per share of $7.8702 for aggregate proceeds of $5,954.67. The information set forth in Item 5(d) of the Original Schedule 13D is incorporated herein by reference. June 10, 2025 The information set forth in Item 6 of the Original Schedule 13D is incorporated herein by reference. Vida Ventures III, L.P. By: Vida Ventures GP III, L.L.C., its General Partner /s/ Jean-Philippe Kouakou-Zebouah Managing Member 06/12/2025 Vida Ventures III-A, L.P. By: Vida Ventures GP III, L.L.C., its General Partner /s/ Jean-Philippe Kouakou-Zebouah Managing Member 06/12/2025 Vida Ventures GP III, L.L.C. /s/ Jean-Philippe Kouakou-Zebouah Managing Member 06/12/2025