David S. Grayzel - Jan 15, 2025 Form 4 Insider Report for Q32 Bio Inc. (QTTB)

Role
Director
Signature
/s/ Eric Bell, Attorney-in-Fact
Stock symbol
QTTB
Transactions as of
Jan 15, 2025
Transactions value $
$0
Form type
4
Date filed
2/26/2025, 09:56 PM
Previous filing
Jun 7, 2024

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction QTTB Stock Option (Right to Buy) Disposed to Issuer $0 -12.8K -100% $0.00 0 Feb 24, 2025 Common Stock 12.8K $16.82 Direct F1, F2, F3
transaction QTTB Stock Option (Right to Buy) Award $0 +12.8K $0.00 12.8K Feb 24, 2025 Common Stock 12.8K $2.54 Direct F1, F2, F3, F4
transaction QTTB Stock Option (Right to Buy) Disposed to Issuer $0 -2.57K -100% $0.00 0 Feb 24, 2025 Common Stock 2.57K $18.00 Direct F1, F2, F3
transaction QTTB Stock Option (Right to Buy) Award $0 +2.57K $0.00 2.57K Feb 24, 2025 Common Stock 2.57K $2.54 Direct F1, F2, F3, F4
transaction QTTB Stock Option (Right to Buy) Award $0 +18.6K $0.00 18.6K Jan 15, 2025 Common Stock 18.6K $3.20 Direct F1, F3, F5
transaction QTTB Stock Option (Right to Buy) Disposed to Issuer $0 -18.6K -100% $0.00 0 Feb 24, 2025 Common Stock 18.6K $3.20 Direct F1, F2, F3
transaction QTTB Stock Option (Right to Buy) Award $0 +18.6K $0.00 18.6K Feb 24, 2025 Common Stock 18.6K $2.54 Direct F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On February 24, 2025, the Issuer's board of directors approved an option repricing ("Repricing Date"). All of the other terms of the options remain unchanged. Such transactions were exempt pursuant to Rule 16b-6(d) and Rule 16b-3 of the Exchange Act, as applicable.
F2 This stock option award was issued pursuant to the Q32 Bio Inc. 2017 Stock Option and Grant Plan (the "2017 Plan") or the Q32 Bio Inc. 2024 Stock Option and Incentive Plan (the "2024 Plan"), as applicable, and becomes exercisable in accordance with the vesting schedule specified in the award agreement and as previously reported on applicable Form 4, subject to the Reporting Person's continued service with the Issuer as of the applicable vesting date.
F3 This option was granted to the Reporting Person, a director of the Issuer. The proceeds of any sale of shares of common stock issued to the Reporting Person upon exercise of this option will be transferred to Atlas Venture Life Science Advisors, LLC and as such, the Reporting Person disclaims ownership of such securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, except to the extent of his pecuniary interest therein, if any.
F4 The exercise price of the option is $2.54 per share, representing the fair market value per share of the Issuer's Common Stock on the Repricing Date; provided that in the event (i) the option is exercised prior to the one-year anniversary of the Repricing Date, (ii) the Reporting Person's employment is terminated by the Company prior to the one-year anniversary of the Repricing Date due to Cause (as defined in the 2024 Plan) or (iii) the Reporting Person resigns for any reason prior to the one-year anniversary of the Repricing Date, the exercise price will be increased to the exercise price of the cancelled option in exchange for which this option was granted.
F5 This option was granted to the Reporting Person, a director of the Issuer pursuant to the 2024 Plan and pursuant to the Issuer's non-employee director compensation policy. This option represents the Reporting Person's election to receive stock options in lieu of cash retainer fees Due to administrative oversight this option award initially was not reported. This option shall vest in four equal quarterly installments as of the last date of each calendar quarter subject to the Reporting Person's continued board service through such date.