| 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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 02/07/2022 | 3. Issuer Name and Ticker or Trading Symbol Voyager Therapeutics, Inc. [ VYGR ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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 | 58,000(1) | D | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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) | 01/11/2031 | Common Stock | 76,500 | 8.43 | D | |
| Stock Option (Right to Buy) | (3) | 01/13/2032 | Common Stock | 120,000 | 2.85 | D | |
| Explanation of Responses: |
| 1. Includes shares of common stock issuable under restricted stock units ("RSUs") awarded to the Reporting Person pursuant to the Voyager Therapeutics, Inc. 2015 Stock Option and Incentive Plan (the "2015 Plan") and shares of common stock issuable under RSUs awarded to the Reporting Person, not pursuant to any pre-existing equity plan of Voyager Therapeutics, Inc. (the "Company"), as an inducement material to the Reporting Person's commencement of employment with the Company in accordance with Nasdaq Stock Market Listing Rule 5635(c)(4). The RSUs vest periodically, and each RSU represents the right to receive one share of common stock upon vesting. |
| 2. This stock option was issued, not pursuant to any pre-existing equity plan of the Company, as an inducement material to the Reporting Person's commencement of employment with the Company in accordance with Nasdaq Stock Market Listing Rule 5635(c)(4). The vesting commencement date of the option is the grant date, January 11, 2021. The option vests over four years, with 1/4th of the shares of common stock underlying the option vesting upon the one-year anniversary of such vesting commencement date and an additional 1/48th of the shares of common stock underlying the option vesting at the end of each successive one-month period thereafter, subject to the Reporting Person's continued service. |
| 3. This stock option was issued pursuant to the 2015 Plan. The vesting commencement date of the option is the grant date, January 13, 2022. The option vests over four years, with 1/48th of the shares of common stock underlying the option vesting upon the one-month anniversary of such vesting commencement date and an additional 1/48th of the shares of common stock underlying the option vesting at the end of each successive one-month period thereafter, subject to the Reporting Person's continued service. |
| Remarks: |
| Exhibit 24.1: Limited Power of Attorney |
| /s/ Robert Hesslein, as Attorney-in-Fact for Robin Swartz | 02/09/2022 | |
| ** 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 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
