Form 4 for KRRO Korro Bio, Inc.
Accepted 2023-11-07 00:00:00 ET · period of report 2023-11-03 · accession 0000950170-23-060606 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DI | 2023-11-07 | 2023-11-03 | KRRO | Aiyar Ram | Pres, CEO, Dir | A - Grant | — | +4,613 | 4,613 | New | — |
| DM | 2023-11-07 | 2023-11-03 | KRRO | Aiyar Ram | Pres, CEO, Dir | A - Grant | $0.00 | +359.9K | 36.8K | New | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2023-11-03 | A | A | 4,613 | — | 4,613 | I THE RAM AIYAR IRREVOCABLE TRUST | — | — | (F1) Received in exchange for (i) 47,893 shares of Series B-1 Preferred Stock and (ii) 44,964 shares of Series B-2 Preferred Stock of Korro Bio Ops, Inc. (f/k/a Korro Bio, Inc., "Legacy Korro") pursuant to an Agreement and Plan of Merger dated as of July 14, 2023 (the "Merger Agreement") by and among Legacy Korro, the Issuer (f/k/a Frequency Therapeutics, Inc.) and Frequency Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"). Under the terms of the Merger Agreement, on November 3, 2023, Merger Sub merged with and into Legacy Korro (the "Merger"), with Legacy Korro surviving the Merger as a wholly owned subsidiary of the Issuer. Upon the closing of the Merger, each share of Legacy Korro common stock was converted into the right to receive 0.049688 of a share of the Issuer's common stock, after giving effect to a reverse stock split of the Issuer's common stock of 1-for-50. (F2) (Continued from footnote 1) Subsequent to the Merger, the name of the Issuer was changed from Frequency Therapeutics, Inc. to Korro Bio, Inc. (F3) Shares held by THE RAM AIYAR IRREVOCABLE TRUST, for which the Reporting Person serves as trustee. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
| 2 | Derivative | Stock Option (Right to Buy) | 2023-11-03 | A | A | 156,760 | $0.00 | 156,760 | D | $14.98 · — to 2033-11-02 | 156,760 Common Stock | (F11) The shares subject to the option vest in 48 equal monthly installments commencing from November 3, 2023, subject to the Reporting Person's continued service on each such vesting date. |
| 3 | Derivative | Stock Option (Right to Buy) | 2023-11-03 | A | A | 30,130 | — | 30,130 | D | $20.94 · — to 2033-02-08 | 30,130 Common Stock | (F4) Upon the closing of the Merger, each outstanding option to purchase shares of Legacy Korro common stock issued under the Korro Bio, Inc. 2019 Stock Incentive Plan (the "2019 Plan") was assumed by the Issuer and converted into an option to purchase the Issuer's common stock, on the same terms and conditions as were applicable under the 2019 Plan prior to the Merger, as adjusted for the exchange ratio and the reverse stock split. (F10) Received in exchange for a stock option to acquire 606,400 shares of Legacy Korro common stock issued under the 2019 Plan pursuant to the Merger Agreement. (F9) The shares subject to the option vest as to 25% of the shares on January 1, 2024, with the remainder vesting in 36 equal monthly installments thereafter, subject to the Reporting Person's continued service on each such vesting date. |
| 4 | Derivative | Stock Option (Right to Buy) | 2023-11-03 | A | A | 136,234 | — | 136,234 | D | $11.68 · — to 2030-12-01 | 136,234 Common Stock | (F4) Upon the closing of the Merger, each outstanding option to purchase shares of Legacy Korro common stock issued under the Korro Bio, Inc. 2019 Stock Incentive Plan (the "2019 Plan") was assumed by the Issuer and converted into an option to purchase the Issuer's common stock, on the same terms and conditions as were applicable under the 2019 Plan prior to the Merger, as adjusted for the exchange ratio and the reverse stock split. (F6) Received in exchange for a stock option to acquire 2,741,795 shares of Legacy Korro common stock issued under the 2019 Plan pursuant to the Merger Agreement. (F5) The shares subject to the option vest as to 25% of the shares on November 2, 2021, with the remainder vesting in 36 equal monthly installments thereafter, subject to the Reporting Person's continued service on each such vesting date. |
| 5 | Derivative | Stock Option (Right to Buy) | 2023-11-03 | A | A | 36,769 | — | 36,769 | D | $22.75 · — to 2032-01-26 | 36,769 Common Stock | (F4) Upon the closing of the Merger, each outstanding option to purchase shares of Legacy Korro common stock issued under the Korro Bio, Inc. 2019 Stock Incentive Plan (the "2019 Plan") was assumed by the Issuer and converted into an option to purchase the Issuer's common stock, on the same terms and conditions as were applicable under the 2019 Plan prior to the Merger, as adjusted for the exchange ratio and the reverse stock split. (F8) Received in exchange for a stock option to acquire 740,000 shares of Legacy Korro common stock issued under the 2019 Plan pursuant to the Merger Agreement. (F7) The shares subject to the option vest as to 25% of the shares on January 27, 2023, with the remainder vesting in 36 equal monthly installments thereafter, subject to the Reporting Person's continued service on each such vesting date. |