Beam Therapeutics (BEAM) Form 4/A Beam Therapeutics / John M. Evans ownership change

SEC Form 4

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^*

Evans John M.

(Last) (First) (Middle)

C/O BEAM THERAPEUTICS INC.

238 MAIN STREET

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Beam Therapeutics Inc. [ BEAM ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/31/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)
07/07/2021

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 Acquired, Disposed of, or Beneficially Owned
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
Common Stock								980,825(1)	D
Common Stock	11/16/2021		G	V	12,000	D	$0.00	968,825	D
Common Stock	01/31/2022		S(2)		801	D	$63.79(3)	968,024	D
Common Stock	01/31/2022		S(2)		2,172	D	$64.47(4)	965,852	D
Common Stock	01/31/2022		S(2)		3,177	D	$65.49(5)	962,675	D
Common Stock	01/31/2022		S(2)		6,337	D	$66.55(6)	956,338	D
Common Stock	01/31/2022		S(2)		13,535	D	$67.44(7)	942,803	D
Common Stock	01/31/2022		S(2)		3,978	D	$68.15(8)	938,825	D
Common Stock	01/31/2022		M		100,000	A	$1.03	1,038,825	D
Common Stock	01/31/2022		S(2)		300	D	$63.45(9)	182,700	I	By John M. Evans, III 2018 Irrevocable Trust
Common Stock	01/31/2022		S(2)		1,615	D	$64.46(10)	181,085	I	By John M. Evans, III 2018 Irrevocable Trust
Common Stock	01/31/2022		S(2)		1,900	D	$65.55(11)	179,185	I	By John M. Evans, III 2018 Irrevocable Trust
Common Stock	01/31/2022		S(2)		4,105	D	$66.48(12)	175,080	I	By John M. Evans, III 2018 Irrevocable Trust
Common Stock	01/31/2022		S(2)		9,408	D	$67.43(13)	165,672	I	By John M. Evans, III 2018 Irrevocable Trust
Common Stock	01/31/2022		S(2)		2,672	D	$68.16(14)	163,000	I	By John M. Evans, III 2018 Irrevocable Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)	$1.03							(15)	07/13/2028	Common Stock	(1)		384,345(1)	D
Stock Option (Right to Buy)	$1.03	01/31/2022		M			100,000	(15)	07/13/2028	Common Stock	100,000	$0.00	284,345	D
Stock Option (Right to Buy)	$69.21	01/31/2022		A		112,500		(16)	01/31/2032	Common Stock	112,500	$0.00	112,500	D

Explanation of Responses:

1. On each of July 7, 2021 and October 6, 2021, the reporting person filed a Form 4 which inadvertently reported an exercise of stock options in connection with certain sales of common stock. In fact, the reporting person did not exercise any stock options in connection with the sales reported on such Forms 4. Accordingly, the first line of each of Tables 1 and 2 of this Form 4 reflects the corrected number of securities beneficially owned by the reporting person prior to the transactions reported herein.

2. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan. The sale price reported is a weighted average price. The reporting person undertakes to provide to Beam Therapeutics Inc. ("BEAM"), any security holder of BEAM 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.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $63.60 to $63.96, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $64.21 to $64.50, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $65.20 to $65.99, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $66.09 to $66.94, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $67.00 to $67.99, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $68.00 to $68.60, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $63.26 to $63.58, inclusive.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $64.17 to $64.50, inclusive.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $65.20 to $65.99, inclusive.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $66.00 to $66.94, inclusive.

13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $67.00 to $67.99, inclusive.

14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $68.00 to $68.60, inclusive.

15. The option vests as to 25% on the first anniversary of the of the vesting commencement date, January 8, 2018, and at a rate of 2.78% each month thereafter until the option is fully vested.

16. The option vests in equal monthly installments each month following the date of grant for the subsequent 48 months, subject to the reporting person's continued service with BEAM through each vesting date.

Remarks:

	By: /s/ Christine Bellon, Attorney-in-fact	02/02/2022
	** 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 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).
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