Sigilon Therapeutics (SGTX) Form 3 Sigilon Therapeutics / Coelho Rogerio Vivaldi 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^*

Vivaldi Coelho Rogerio

(Last) (First) (Middle)

C/O SIGILON THERAPEUTICS, INC.

100 BINNEY STREET, SUITE 600

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/03/2020

3. Issuer Name and Ticker or Trading Symbol
Sigilon Therapeutics, Inc. [ SGTX ]

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

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

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)

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
Series B Convertible Preferred Stock	(1)	(1)	Common Stock	22,222	(1)	D
Stock Option (Right to Buy)	(2)	08/08/2028	Common Stock	1,088,888	4.05	D
Stock Option (Right to Buy)	(3)	02/26/2030	Common Stock	1,111	9.39	D

Explanation of Responses:

1. Each share of Series B Convertible Preferred Stock is convertible into the number of shares of the Company's common stock shown in column 3 and has no expiration date. The Series B Convertible Preferred Stock will automatically convert into common stock upon the closing of the Company's initial public offering.

2. The option vested as to 25% of the underlying shares of common stock on August 1, 2019, the first anniversary of the vesting commencement date, and at a rate of 6.25% of the underlying shares thereafter on the first day of each quarter following such date until the option is fully vested.

3. The option vested as to 50% of the underlying shares of common stock on October 23, 2020, based on the Company's satisfaction of certain performance criteria. The option shall vest as to 50% of the underlying shares of common stock on October 23, 2021, the first anniversary of the vesting commencement date.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	By: /s/ Matthew Kowalsky, Attorney-in-Fact	12/03/2020
	** 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).
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