Generation Bio Form 3 / Kevin John Conway 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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Conway Kevin John

(Last)

(First)

(Middle)

C/O GENERATION BIO CO.

301 BINNEY ST, SUITE 401

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/10/2025

3. Issuer Name and Ticker or Trading Symbol
Generation Bio Co. [ GBIO ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial Officer

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	17,062	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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Option (right to buy)	⁽¹⁾	08/11/2029	Common Stock	11,927	6.3587	D
Stock Option (right to buy)	⁽²⁾	03/04/2030	Common Stock	1,132	5.1576	D
Stock Option (right to buy)	⁽³⁾	03/04/2030	Common Stock	1,700	5.1576	D
Stock Option (right to buy)	⁽⁴⁾	06/10/2030	Common Stock	10,621	19	D
Stock Option (right to buy)	⁽⁵⁾	01/21/2031	Common Stock	6,210	30.25	D
Stock Option (right to buy)	⁽⁶⁾	05/31/2031	Common Stock	14,000	31.69	D
Stock Option (right to buy)	⁽⁷⁾	01/20/2032	Common Stock	25,856	6.49	D
Stock Option (right to buy)	⁽⁸⁾	03/31/2032	Common Stock	28,000	8.18	D
Stock Option (right to buy)	⁽⁹⁾	01/19/2033	Common Stock	18,781	4.705	D
Stock Option (right to buy)	⁽¹⁰⁾	08/31/2033	Common Stock	5,500	5.06	D
Stock Option (right to buy)	⁽¹¹⁾	11/30/2033	Common Stock	17,634	1.39	D
Stock Option (right to buy)	⁽¹²⁾	01/01/2034	Common Stock	59,400	1.86	D
Stock Option (right to buy)	⁽¹³⁾	03/31/2034	Common Stock	2,000	4.29	D
Stock Option (right to buy)	⁽¹⁴⁾	07/30/2034	Common Stock	2,500	3.16	D
Restricted Stock Units	⁽¹⁵⁾	⁽¹⁵⁾	Common Stock	5,281	⁽¹⁶⁾	D

Explanation of Responses:

1. The option to purchase 15,852 shares was granted on August 12, 2019. The shares underlying the option vest over four years, with 25% of the shares vested on July 22, 2020 and the remaining shares vesting in equal quarterly installments thereafter.

2. The option to purchase 2,264 shares was granted on March 5, 2020. The shares underlying the option vested over two years, with 25% of the shares vested on August 24, 2020 and the remaining shares vesting in equal quarterly installments thereafter.

3. The option to purchase 2,264 shares was granted on March 5, 2020. The shares underlying the option vested over four years, with 25% of the shares vested on March 5, 2021 and the remaining shares vesting in equal quarterly installments thereafter.

4. The option to purchase 10,621 shares was granted on June 11, 2020. The shares underlying the option vested over four years, with 25% of the shares vested on April 1, 2021 and the remaining shares vesting in equal quarterly installments thereafter.

5. The option to purchase 6,210 shares was granted on January 22, 2021. The shares underlying the option vested over four years, with 25% of the shares vested on January 22, 2022 and the remaining shares vesting in equal quarterly installments thereafter.

6. The option to purchase 14,000 shares was granted on June 1, 2021. The shares underlying the option vested over four years, with 25% of the shares vested on May 1, 2022 and the remaining shares vesting in equal quarterly installments thereafter.

7. The option to purchase 25,856 shares was granted on January 21, 2022. The shares underlying the option vested over four years, with 25% of the shares vested on January 21, 2023 and the remaining shares vesting in equal quarterly installments thereafter.

8. The option to purchase 28,000 shares was granted on April 1, 2022. The shares underlying the option vested over four years, with 25% of the shares vested on March 1, 2023 and the remaining shares vesting in equal quarterly installments thereafter.

9. The option to purchase 18,781 shares was granted on January 20, 2023. The shares underlying the option vested over four years, with 25% of the shares vested on January 20, 2024 and the remaining shares vesting in equal quarterly installments thereafter.

10. The option to purchase 5,500 shares was granted on September 1, 2023. The shares underlying the option vested over two years, with 25% of the shares vested on March 1, 2024 and the remaining shares vesting in equal quarterly installments thereafter.

11. The option to purchase 28,215 shares was granted on December 1, 2023. The shares underlying the option vested over two years, with 25% of the shares vested on June 1, 2024 and the remaining shares vesting in equal quarterly installments thereafter.

12. The option to purchase 59,400 shares was granted on January 2, 2024. The shares underlying the option vested over four years, with 25% of the shares vesting on January 2, 2025 and the remaining shares vesting in equal quarterly installments thereafter.

13. The option to purchase 2,000 shares was granted on April 1, 2024. The shares underlying the option vested over two years, with 25% of the shares vested on October 1, 2024 and the remaining shares vesting in equal quarterly installments thereafter.

14. The option to purchase 2,500 shares was granted on August 1, 2024. The shares underlying the option vested over two years, with 25% of the shares vesting on February 1, 2025 and the remaining shares vesting in equal quarterly installments thereafter.

15. The grant of 9,390 restricted stock units was made on January 20, 2023. The shares underlying the restricted stock units vest over four years, with 25% of the shares vested on January 15, 2024 and the remaining shares vesting in equal quarterly installments thereafter.

16. Each restricted stock unit represents the right to receive one share of the company's common stock.

	/s/ Shawna-Gay White, Attorney-in-Fact	01/14/2025
	** 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 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.
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.

Generation Bio (GBIO) Form 3Generation Bio / Kevin John Conway ownership change