Northpond Ventures Form 4 Vigil Neuroscience / Michael P. Rubin 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^*

Northpond Ventures GP, LLC

(Last) (First) (Middle)

7500 OLD GEORGETOWN ROAD, SUITE 850

(Street)

BETHESDA MD 20814

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Vigil Neuroscience, Inc. [ VIGL ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/11/2022

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

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	01/11/2022		C(1)		2,831,520	A	(1)	2,831,520	I	By: Northpond Ventures, LP(2)
Common Stock	01/11/2022		C(1)		1,027,978	A	(1)	1,027,978	I	By: Northpond Ventures II, LP(3)
Common Stock	01/11/2022		P		355,000	A	$14	1,382,978	I	By: Northpond Ventures II, LP(3)

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
Series A Preferred Stock	(1)	01/11/2022		C(1)			2,831,520	(1)	(1)	Common Stock	2,831,520	(1)	0	I	By: Northpond Ventures, LP(2)
Series B Preferred Stock	(1)	01/11/2022		C(1)			1,027,978	(1)	(1)	Common Stock	1,027,978	(1)	0	I	By: Northpond Ventures II, LP(3)

1. Name and Address of Reporting Person^*

Northpond Ventures GP, LLC

(Last) (First) (Middle)

7500 OLD GEORGETOWN ROAD, SUITE 850

(Street)

BETHESDA MD 20814

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Northpond Ventures, LP

(Last) (First) (Middle)

7500 OLD GEORGETOWN ROAD, SUITE 850

(Street)

BETHESDA MD 20814

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Northpond Ventures GP II, LLC

(Last) (First) (Middle)

7500 OLD GEORGETOWN ROAD, SUITE 850

(Street)

BETHESDA MD 20814

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Northpond Ventures II, LP

(Last) (First) (Middle)

7500 OLD GEORGETOWN ROAD, SUITE 850

(Street)

BETHESDA MD 20814

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Rubin Michael P.

(Last) (First) (Middle)

7500 OLD GEORGETOWN ROAD, SUITE 850

(Street)

BETHESDA MD 20814

(City) (State) (Zip)

Explanation of Responses:

1. Immediately prior to the closing of the initial public offering of Vigil Neuroscience, Inc. (the "Issuer"), each share of Series A Preferred Stock, par value $0.0001 per share (the "Series A Preferred Stock"), of the Issuer and each share of Series B Preferred stock, par value $0.0001 per share of the Issuer (the "Series B Preferred Stock") automatically converted on a one-for-one basis into shares of the Issuer's common stock, par value $0.0001 per share (the "Common Stock"). The right to convert the Series A Preferred Stock and Series B Preferred Stock into Common Stock had no expiration date.

2. Northpond Ventures GP, LLC ("Northpond GP LLC") is the general partner of Northpond Ventures, LP ("Northpond Fund"), and Michael P. Rubin is the managing member of Northpond GP LLC. As a result, each of Northpond GP LLC and Mr. Rubin may be deemed to share beneficial ownership with respect to the shares held of record by Northpond Fund. Each of Northpond GP LLC and Mr. Rubin disclaim beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

3. Northpond Ventures GP II, LLC ("Northpond GP II LLC") is the general partner of Northpond Ventures II, LP ("Northpond Fund II"), and Michael P. Rubin is the managing member of Northpond GP II LLC. As a result, each of Northpond GP II LLC and Mr. Rubin may be deemed to share beneficial ownership with respect to the shares held of record by Northpond Fund II. Each of Northpond GP II LLC and Mr. Rubin disclaim beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

Remarks:

	Northpond Ventures GP, LLC, By: /s/ Patrick Smerkers, Chief Financial Officer	01/11/2022
	Northpond Ventures, LP, By: Northpond Ventures GP, LLC, its general partner, By: /s/ Patrick Smerkers, Chief Financial Officer	01/11/2022
	Northpond Ventures GP II, LLC, By: /s/ Patrick Smerkers, Chief Financial Officer	01/11/2022
	Northpond Ventures II, LP, By: Northpond Ventures GP II, LLC, its general partner, By: /s/ Patrick Smerkers, Chief Financial Officer	01/11/2022
	/s/ Michael P. Rubin	01/11/2022
	** Signature of Reporting Person	Date
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