Unity Biotechnology (UBX) Form 4 Unity Biotechnology / Lynne Marie Sullivan ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Sullivan Lynne Marie

(Last) (First) (Middle)

C/O UNITY BIOTECHNOLOGY, INC.

285 EAST GRAND AVENUE

(Street)

SOUTH SAN FRANCISCO CA 94080

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Unity Biotechnology, Inc. [ UBX ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CFO & Head of Corp. Dev.

3. Date of Earliest Transaction (Month/Day/Year)
11/18/2022

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.0001 par value	05/15/2022		J(1)	V	925	A	$6.89(2)	33,009(3)(4)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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
Stock Option (Right to Buy)	$2.38	11/18/2022		A		80,000		(5)	11/18/2032	Common Stock	80,000	$0.00	80,000	D

Explanation of Responses:

1. The reporting person is voluntarily reporting the acquisition of shares of the issuer's common stock pursuant to the Unity Biotechnology, Inc. 2018 Employee Stock Purchase Plan (the ESPP). The acquisition of those 925 shares was also exempt pursuant to Rule 16b-3(c).

2. In accordance with the ESPP, these shares were purchased based on 85% of the closing price of the Issuer's common stock on May 15, 2022.

3. Includes RSUs which vest over time measured from the grant date.

4. Reflects a 1-for-10 reverse stock split of the Issuer's common stock, effected by the Issuer on October 19, 2022, which was exempt from reporting pursuant to Rule 16a-9.

5. The underlying shares vest and become exercisable pursuant to the following schedule: One-eighth of the shares subject to the option vest in successive, equal quarterly installments starting on February 18, 2023, subject to the Reporting Person's continued service to Issuer through the applicable vesting date.

Remarks:

	/s/ Alexander Nguyen, Attorney-in-Fact for Lynne Marie Sullivan	11/21/2022
	** 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 4 (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).
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