Statement of Changes in Beneficial Ownership (4)

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* MCCLUNG BARBARA G	2. Issuer Name and Ticker or Trading Symbol Caribou Biosciences, Inc. [ CRBU ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Legal Officer
(Last) (First) (Middle) 2929 7TH STREET, SUITE 105	3. Date of Earliest Transaction (MM/DD/YYYY) 10/20/2021
(Street) BERKELEY, CA 94710 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/20/2021		P⁽¹⁾		9176	A	$2.69 ⁽²⁾	342801 ⁽³⁾	D
Common Stock	10/20/2021		P⁽¹⁾		43	A	$2.69 ⁽²⁾	342844	D

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option to purchase Common Stock	$2.69 ⁽²⁾	10/20/2021		X			9176	⁽⁴⁾	9/30/2029	Common Stock	9176	$0.00	80951	D
Option to purchase Common Stock	$2.69 ⁽²⁾	10/20/2021		X			43	⁽⁵⁾	6/11/2028	Common Stock	43	$0.00	89	D

Explanation of Responses:
(1)	These shares were acquired pursuant to the exercise of a stock option, as reported in Table II below.
(2)	The exercise price for this stock option was incorrectly reported as $2.68 per share on the reporting person's Form 3 filed on July 22, 2021.
(3)	The amount of securities beneficially owned was incorrectly reported as 333,626 shares on the reporting person's Form 3 filed on July 22, 2021. The correct number is 333,625.
(4)	The shares subject to this option have vested or will vest in equal monthly installments until the option is fully vested on October 1, 2023, subject to the reporting person's continued service to the Issuer through the applicable vesting dates.
(5)	The shares subject to this option have vested or will vest in equal monthly installments until the option is fully vested on June 12, 2022, subject to the reporting person's continued service to the Issuer through the applicable vesting dates.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MCCLUNG BARBARA G 2929 7TH STREET, SUITE 105 BERKELEY, CA 94710			Chief Legal Officer