Charles Garner Form 3 Aileron Therapeutics / Charles Garner 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^*

Garner Charles

(Last) (First) (Middle)

C/O AILERON THERAPEUTICS, INC.

12407 N. MOPAC EXPY, SUITE 250 #390

(Street)

AUSTIN TX 78758

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/25/2024

3. Issuer Name and Ticker or Trading Symbol
Aileron Therapeutics, Inc. [ ALRN ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Senior Vice President, Finance

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)	03/31/2030	Common Stock	349,750	1.17	D
Stock Option (right to buy)	(2)	02/09/2033	Common Stock	25,597	2.34	D

Explanation of Responses:

1. On October 31, 2023, the Issuer completed its merger with Lung Therapeutics, Inc. (the "Merger") in accordance with the terms of the Agreement and Plan of Merger, dated October 31, 2023. In connection with the Merger, the Issuer assumed the Reporting Person's option to purchase 2,049,557 shares of Lung Therapeutics, Inc. common stock originally granted on April 1, 2020, which option was converted into an option to purchase 349,750 shares of Issuer common stock. The shares underlying the options are fully vested.

2. In connection with the Merger, the Issuer assumed the Reporting Person's option to purchase 150,000 shares of Lung Therapeutics, Inc. common stock originally granted on February 10, 2023, which option was converted into an option to purchase 25,597 shares of Issuer common stock. 25% of the shares underlying the option vested on the first anniversary of the grant date, and, thereafter, the remaining 75% of such shares vest in thirty-six (36) equal monthly installments, subject to the Reporting Person's continued service with the Issuer on each applicable vesting date.

	/s/ Charles T. Garner	04/02/2024
	** 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).
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