Caribou Biosciences (CRBU) Form 3 Caribou Biosciences / Ryan Fischesser 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^*

Fischesser Ryan

(Last) (First) (Middle)

C/O CARIBOU BIOSCIENCES, INC.

2929 7TH STREET, SUITE 105

(Street)

BERKELEY CA 94710

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/27/2024

3. Issuer Name and Ticker or Trading Symbol
Caribou Biosciences, Inc. [ CRBU ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP of Finance and Controller

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)
Common Stock	93,854(1)	D

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
Option to purchase Common Stock	(2)	03/29/2031	Common Stock	13,065	4.11	D
Option to purchase Common Stock	(3)	12/19/2031	Common Stock	40,000	15.16	D
Option to purchase Common Stock	(4)	02/20/2033	Common Stock	48,000	6.12	D
Option to purchase Common Stock	(5)	02/19/2034	Common Stock	36,000	6.81	D

Explanation of Responses:

1. Represents: (i) 70,454 shares of Common Stock, par value $0.0001 per share ("Common Stock"), of Caribou Biosciences, Inc. (the "Issuer") beneficially owned by the reporting person, and (ii) 23,400 Restricted Stock Units ("RSUs") that will vest in four equal annual installments beginning on February 20, 2025 and that are settleable in shares of Common Stock within 30 days after each vesting date, subject to the reporting person's continued services to the Issuer through the applicable vesting dates.

2. 1/4th of the 27,270 shares originally subject to this option vested on January 1, 2022 and an additional 1/48th of the aggregate number of shares originally subject to the option vest on the corresponding day of each month thereafter until the option is fully vested on January 1, 2025, subject to the reporting person's continued service to the Issuer through the applicable vesting dates.

3. The shares subject to this option vest in equal monthly installments starting on January 20, 2022, the first monthly anniversary of the grant date, until the option is fully vested on December 20, 2025, subject to the reporting person's continued service to the Issuer through the applicable vesting dates.

4. The shares subject to this option vest in equal monthly installments starting on March 21, 2023, the first monthly anniversary of the grant date, until the option is fully vested on February 21, 2027, subject to the reporting person's continued service to the Issuer through the applicable vesting dates.

5. 25% of the shares subject to this option will vest upon February 20, 2025, the one-year anniversary of the grant date, and 1/48th will vest monthly over the 36-month period thereafter, until the option is fully vested on February 20, 2028, subject to the reporting person's continued service to the Issuer through the applicable vesting dates.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Barbara G. McClung, as attorney-in-fact	10/04/2024
	** 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).
** 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.
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