Cheryl Gault Form 3 Cyclerion Therapeutics / Cheryl Gault 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^*

Gault Cheryl

(Last) (First) (Middle)

C/O CYCLERION THERAPEUTICS, INC.

245 FIRST STREET, 18TH FLOOR

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2021

3. Issuer Name and Ticker or Trading Symbol
Cyclerion Therapeutics, Inc. [ CYCN ]

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	8,500(1)	D
Common Stock	794(2)	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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	(3)	02/01/2023	Common Stock	526	14.4	D
Employee Stock Option (Right to Buy)	(3)	12/16/2023	Common Stock	257	11.95	D
Employee Stock Option (Right to Buy)	(3)	03/03/2024	Common Stock	1,379	15.54	D
Employee Stock Option (Right to Buy)	(3)	11/03/2024	Common Stock	1,999	14.87	D
Employee Stock Option (Right to Buy)	(3)	03/16/2025	Common Stock	975	17.2	D
Employee Stock Option (Right to Buy)	(3)	08/03/2025	Common Stock	1,254	11.61	D
Employee Stock Option (Right to Buy)	(3)	12/15/2025	Common Stock	8,804	12.11	D
Employee Stock Option (Right to Buy)	(3)	03/01/2026	Common Stock	5,533	11.28	D
Employee Stock Option (Right to Buy)	(3)	12/16/2026	Common Stock	9,526	17.33	D
Employee Stock Option (Right to Buy)	(3)	02/27/2027	Common Stock	13,609	18.47	D
Employee Stock Option (Right to Buy)	(3)	03/01/2027	Common Stock	6,742	19.04	D
Employee Stock Option (Right to Buy)	(3)	12/15/2027	Common Stock	3,001	17.31	D
Employee Stock Option (Right to Buy)	(3)	02/21/2028	Common Stock	27,863	16.02	D
Employee Stock Option (Right to Buy)	(3)	01/29/2029	Common Stock	30,273	14.21	D
Employee Stock Option (Right to Buy)	(4)	09/06/2029	Common Stock	10,937	10.1	D
Employee Stock Option (Right to Buy)	(4)	11/04/2030	Common Stock	1,562	2.48	D
Employee Stock Option (Right to Buy)	(5)	03/01/2027	Common Stock	568	19.04	D
Employee Stock Option (Right to Buy)	(6)	12/15/2027	Common Stock	1,588	17.31	D
Employee Stock Option (Right to Buy)	(7)	02/21/2028	Common Stock	14,760	16.02	D
Employee Stock Option (Right to Buy)	(8)	01/29/2029	Common Stock	34,063	14.21	D
Employee Stock Option (Right to Buy)	(9)	09/06/2029	Common Stock	24,063	10.1	D
Employee Stock Option (Right to Buy)	(10)	11/22/2029	Common Stock	75,000	2.01	D
Employee Stock Option (Right to Buy)	(11)	11/04/2030	Common Stock	73,438	2.48	D

Explanation of Responses:

1. Includes 7,204 shares acquired under the Issuer's 2019 Employee Stock Purchase Plan.

2. Consists of shares underlying unvested restricted stock units ("RSUs"), each representing the right to receive one share of Common Stock, granted on April 1, 2019, and received as a result of the equitable adjustment of outstanding RSUs held prior to the spin-off of the Issuer from its predecessor, effective April 1, 2019 (the "Separation") that will vest on November 18, 2021.

3. These stock options are fully exercisable and were granted by the Issuer's predecessor and were equitably adjusted into stock options of the Issuer pursuant to the Separation.

4. These stock options were issued under the Issuer's 2019 Equity Incentive Plan and are fully exercisable.

5. These stock options vest and become exercisable ratably on the thirteenth day of each month until and including February 13, 2021.

6. These stock options vest and become exercisable ratably on the fifteenth day of each month until and including December 15, 2021.

7. These stock options vest and become exercisable ratably on the first day of each month until and including January 1, 2022

8. These stock options vest and become exercisable ratably on the first day of each month until and including January 1, 2023.

9. These stock options vest and become exercisable ratably on the sixth day of each month until and including September 6, 2023.

10. These stock options vest and become exercisable upon the attainment of both performance-based and service-based hurdles, as follows: (i) 20% of the shares subject to the option, if the average closing price of the common stock reported by Nasdaq for any thirty (30) consecutive trading days equals or exceeds $10; plus an additional (ii) 40% of the shares, if the average closing price equals or exceeds $20; plus an additional (iii) 40% of the shares, if the average closing price equals or exceeds $30; in each case, subject to the continuous employment or service through the later of the date that the performance hurdles set forth above are attained (but no later than December 31, 2024) and December 31, 2021. To the extent unvested as of December 31, 2024, all of these performance-based options will be cancelled.

11. These stock options vest and becomes exercisable ratably on the fourth day of each month until and including November 4, 2024.

Remarks:

Exhibit 24 - Power of Attorney

	By: /s/ Cheryl Gault	01/11/2021
	** Signature of Reporting Person	Date
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