Robert Baffi Form 3 Neurogene / ROBERT BAFFI ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

BAFFI ROBERT

(Last) (First) (Middle)

C/O NEUROGENE INC.

535 W 24TH STREET, 5TH FLOOR

(Street)

NEW YORK NY 10011

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/18/2023

3. Issuer Name and Ticker or Trading Symbol
Neurogene Inc. [ NGNE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	(1)	10/15/2030	Common Stock	3,402	10.71	D
Stock Option (Right to Buy)	(2)	09/22/2031	Common Stock	5,670	23.02	D
Stock Option (Right to Buy)	(3)	03/08/2033	Common Stock	2,570	18.39	D

Explanation of Responses:

1. This option represents a right to purchase 3,402 shares of the Issuer's common stock and is fully vested.

2. This option represents a right to purchase 5,670 shares of the Issuer's common stock and is fully vested.

3. This option represents a right to purchase 2,570 shares of the Issuer's common stock. 50% of this option will vest on March 9, 2024, with the remainder vesting on March 9, 2025, subject to the Reporting Person's continued service to the Issuer on each such vesting date.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Christine Mikail, as attorney-in-fact for Robert Baffi	12/26/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.