| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Mural Oncology plc [ MURA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/03/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Ordinary Shares | 03/03/2025 | A | 35,000(1) | A | $0 | 76,295(2) | D | |||
| Ordinary Shares | 03/04/2025 | S(3) | 1,262 | D | $3.36(4) | 75,033(2) | D | |||
| Ordinary Shares | 03/05/2025 | S(5) | 1,469 | D | $3.45 | 73,564(2) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | $3.43 | 03/03/2025 | A | 65,000 | (6) | 03/02/2035 | Ordinary Shares | 65,000 | $0 | 65,000 | D | ||||
| Explanation of Responses: |
| 1. Consists of ordinary shares issuable under 35,000 restricted stock units ("RSUs"). Each RSU represents the right to receive one ordinary share upon vesting. The RSUs are scheduled to vest with respect to 25% of the underlying ordinary shares on each of the first four anniversaries of March 1, 2025, subject to the reporting person's continued service with the Issuer. |
| 2. Includes 34,505 unvested restricted stock units |
| 3. Represents shares automatically sold by the Reporting Person to satisfy tax withholding obligations in connection with the vesting of restricted stock units granted to the Reporting Person on March 1, 2024. The automatic sale of the Reporting Person's shares is provided for in a restricted stock unit agreement that includes a "binding contract" consistent with the affirmative defense to liability under Rule 10b5-1 that was entered into on December 22, 2023, and the sale does not represent a discretionary trade by the Reporting Person. |
| 4. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.35 to $3.36. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 5. Represents shares automatically sold by the Reporting Person pursuant to a Rule 10b5-1 trading arrangement that was entered into by the Reporting Person on September 20, 2024. |
| 6. This option was granted on March 3, 2025. The option is scheduled to vest with respect to 25% of the underlying ordinary shares on March 1, 2026 and the remaining 75% of the underlying ordinary shares shall vest in 12 equal quarterly installments thereafter, subject to the reporting person's continued services with the Issuer. |
| Remarks: |
| Chief Legal Officer and Secretary |
| /s/ Maiken Keson-Brookes | 03/05/2025 | |
| ** 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). | ||
| 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. | ||
