Mark D. Angelino Form 3 Generation Bio / Mark D. Angelino 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^*

Angelino Mark D.

(Last) (First) (Middle)

C/O GENERATION BIO CO.,

301 BINNEY STREET

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/11/2020

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 Operating 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	283,077	D
Common Stock	169,846	I	See Footnote(1)

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)	(2)	01/04/2028	Common Stock	100,096	0.6	D
Stock Option (right to buy)	(3)	04/01/2029	Common Stock	123,761	4.6	D
Stock Option (right to buy)	(4)	03/04/2030	Common Stock	84,597	5.16	D
Stock Option (right to buy)	(5)	03/04/2030	Common Stock	84,596	5.16	D

Explanation of Responses:

1. The securities are directly held by the Mark D. Angelino 2020 Qualified Annuity Trust, or the Trust. Mark D. Angelino is the settlor and trustee of the Trust, and the Trust is for the benefit of Elizabeth I., Emily A., John P., and Matthew R. Angelino. The reporting person may be deemed to beneficially own the shares of common stock owned by the Trust.

2. The option was granted on January 5, 2018. The shares underlying the option vest over four years, with 25% of the shares vested on January 5, 2019 and the remaining shares vesting in equal quarterly installments thereafter.

3. The option was granted on April 2, 2018. The shares underlying the option vest over four years, with 25% of the shares vested on April 2, 2019 and the remaining shares vesting in equal quarterly installments thereafter.

4. The option was granted on March 5, 2020. The shares underlying the option vest in full upon the date on which the Board of Directors of the Issuer determines that the Issuer has dosed the initial patient in its first clinical trial, provided that such event occurs on or before July 1, 2023.

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

Remarks:

Exhibit Index: 24.1 Power of Attorney

	/s/ Jennifer Elliott, Attorney-in-Fact	06/11/2020
	** 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).
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