Statement of Changes in Beneficial Ownership (4)
March 03 2021 - 4:11PM
Edgar (US Regulatory)
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
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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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1. Name and Address of Reporting Person
*
MCDONOUGH GEOFF |
2. Issuer Name and Ticker or Trading Symbol
Generation Bio Co.
[
GBIO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) PRESIDENT AND CEO |
(Last)
(First)
(Middle)
C/O GENERATION BIO CO., 301 BINNEY ST |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/1/2021 |
(Street)
CAMBRIDGE, MA 02142
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 3/1/2021 | | S(1) | | 1390 | D | $36.35 (2) | 1202690 | D | |
Common Stock | 3/1/2021 | | S(1) | | 4321 | D | $37.44 (3) | 1198369 | D | |
Common Stock | 3/1/2021 | | S(1) | | 4289 | D | $38.12 (4) | 1194080 | D | |
Common Stock | | | | | | | | 226462 | I | By 2018 Trust (5) |
Common Stock | | | | | | | | 275000 | I | By 2020 Trust (6) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | These transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 17, 2020. |
(2) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.82 to $36.64, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2) through (4) of this Form 4. |
(3) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $36.86 to $37.82, inclusive. |
(4) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $37.87 to $38.73, inclusive. |
(5) | The securities are directly held by the McDonough Family 2018 Irrevocable Trust, or the Trust. The reporting person is the settlor of the Trust, Allison L. McDonough and David S. Grayzel are trustees for the Trust and the Trust is for the benefit of Graeme and Owen McDonough. The reporting person may be deemed to beneficially own the shares of common stock owned by the Trust. |
(6) | The securities are directly held by the McDonough Family 2020 Irrevocable Trust (the "2020 Trust"). The reporting person is the settlor of the 2020 Trust, Allison L. McDonough and David S. Grayzel are trustees for the 2020 Trust and the 2020 Trust is for the benefit of Allison, Graeme and Owen McDonough. The reporting person may be deemed to beneficially own the shares of common stock owned by the 2020 Trust. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
MCDONOUGH GEOFF C/O GENERATION BIO CO., 301 BINNEY ST CAMBRIDGE, MA 02142 | X |
| PRESIDENT AND CEO |
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Signatures
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/s/ Jennifer Elliott, Attorney-in-Fact | | 3/3/2021 |
**Signature of Reporting Person | Date |
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