Form 4 for KRRO Korro Bio, Inc.
Accepted 2023-11-07 00:00:00 ET · period of report 2023-11-03 · accession 0001209191-23-054637 · 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 | Behbahani Ali | Dir, 10% | A - Grant | — | +1.07M | 1.07M | New | — |
| D | 2023-11-07 | 2023-11-03 | KRRO | Behbahani Ali | Dir, 10% | A - Grant | $0.00 | +16.0K | 16.0K | 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 | 1,072,936 | — | 1,072,936 | I See Note 3 | — | — | (F1) Received in exchange for (i) 6,126,923 shares of Series Seed 3 Preferred Stock, (ii) 8,928,572 shares of Series A Preferred Stock, (iii) 1,532,567 shares of Series B-1 Preferred Stock, (iv) 1,438,849 shares of Series B-2 Preferred Stock and (v) shares of common stock issued in the private placement completed immediately prior to the Merger (as defined below) 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"). [Continued in Footnote 2] (F2) [Continuation of Footnote 1] 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. Subsequent to the Merger, the name of the Issuer was changed from Frequency Therapeutics, Inc. to Korro Bio, Inc. (F3) The Reporting Person is a manager of NEA 17 GP, LLC, which is the sole general partner of NEA Partners 17, L.P. ("NEA Partners 17"). NEA Partners 17 is the sole general partner of New Enterprise Associates 17, L.P. ("NEA 17"), which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 17 in which the Reporting Person has no pecuniary interest. |
| 2 | Derivative | Stock Option (Right to Buy) | 2023-11-03 | A | A | 16,000 | $0.00 | 16,000 | D | $14.98 · — to 2033-11-02 | 16,000 Common Stock | (F4) The shares subject to the option vest in three equal annual installments commencing from November 3, 2023, subject to the Reporting Person's continued service on each such vesting date. |