Sean Michael Smith Form 3 Neoleukin Therapeutics / Sean Michael Smith 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^*

Smith Sean Michael

(Last) (First) (Middle)

C/O NEOLEUKIN THERAPEUTICS, INC.

188 EAST BLAINE STREET, #450

(Street)

SEATTLE WA 98102

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/02/2022

3. Issuer Name and Ticker or Trading Symbol
Neoleukin Therapeutics, Inc. [ NLTX ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Principal Accounting 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	3,431	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)	(1)	10/09/2029	Common Stock	26,000	2.71	D
Employee Stock Option (Right to buy)	(2)	08/02/2031	Common Stock	24,000	6.8	D
Employee Stock Option (Right to buy)	(3)	08/10/2030	Common Stock	15,000	12	D
Restricted Stock Units	(4)	(5)	Common Stock	10,000	(6)	D
Restricted Stock Units	(7)	(5)	Common Stock	25,000	(6)	D

Explanation of Responses:

1. 1/4 of the shares subject to the option vested on October 21, 2020, and 1/48 of the shares subject to the option will vest monthly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

2. 1/4 of the shares subject to the option will vest on August 3, 2022, and then 1/48 of the shares subject to the option will vest monthly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

3. 1/4 of the shares subject to the option vested on August 10, 2021, and 1/48 of the shares subject to the option will vest monthly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

4. The restricted stock units ("RSUs") will vest as to 1/2 of the total number of shares underlying the award on each of August 10, 2022 and August 10, 2023, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

5. RSUs do not expire; they either vest or are canceled prior to the vesting date.

6. Each RSU represents a contingent right to receive one share of the Issuer's Common Stock upon settlement for no consideration.

7. The RSUs will vest as to 1/2 of the total number of shares underlying the award on each of February 1, 2023 and February 1, 2024, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

Remarks:

	/s/ Sean M. Smith	03/03/2022
	** 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).
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