Thorp Clay Form 3 Vigil Neuroscience / Clay Thorp 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^*

Thorp Clay

(Last) (First) (Middle)

VIGIL NEUROSCIENCE, INC.

1 BROADWAY, 7TH FLOOR, SUITE 07-300

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/06/2022

3. Issuer Name and Ticker or Trading Symbol
Vigil Neuroscience, Inc. [ VIGL ]

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
Series A Preferred Stock	(1)	(1)	Common Stock	920,243	(1)	I	By Hatteras Venture Partners VI, L.P.(2)
Series B Preferred Stock	(1)	(1)	Common Stock	334,092	(1)	I	By Hatteras Venture Partners VI, L.P.(2)

Explanation of Responses:

1. These shares of Series A Preferred Stock and Series B Preferred Stock (collectively, the "Preferred Stock") are convertible into Common Stock on a one-for-2.7732 basis at the option of the holder, and will automatically convert into the number of shares shown in Column 3 immediately prior to the closing of the Issuer's initial public offering. The Preferred Stock has no expiration date.

2. The shares are held directly by Hatteras Venture Partners VI, L.P. ("Hatteras VI"). Hatteras Venture Advisors VI, LLC ("HVA VI") is the general partner of Hatteras VI. The Reporting Person is a managing member of HVA VI and disclaims beneficial ownership of the shares held by Hatteras VI except to the extent of his pecuniary interest therein, if any.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Jennifer Ziolkowski, Attorney-in-Fact	01/06/2022
	** 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 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).
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