| Name | Relationship | Address | Signature | Signature date | CIK |
|---|---|---|---|---|---|
| Bruhn Suzanne Louise | Director | VIGIL NEUROSCIENCE, INC., 100 FORGE ROAD, SUITE 700, WATERTOWN | /s/ Michael Cohen, Attorney-in-Fact | 2025-08-05 | 0001517790 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | VIGL | Common Stock | Disposed to Issuer | -5K | -100% | 0 | Aug 5, 2025 | Direct | F1, F2 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | VIGL | Stock Option Award (Right to Buy) | Disposed to Issuer | -24.1K | -100% | 0 | Aug 5, 2025 | Common Stock | 24.1K | $3.39 | Direct | F1, F3 | ||
| transaction | VIGL | Stock Option Award (Right to Buy) | Disposed to Issuer | -18.1K | -100% | 0 | Aug 5, 2025 | Common Stock | 18.1K | $3.38 | Direct | F1, F3 | ||
| transaction | VIGL | Stock Option Award (Right to Buy) | Disposed to Issuer | -33.9K | -100% | 0 | Aug 5, 2025 | Common Stock | 33.9K | $2.19 | Direct | F1, F3 | ||
| transaction | VIGL | Stock Option Award (Right to Buy) | Disposed to Issuer | -13.9K | -100% | 0 | Aug 5, 2025 | Common Stock | 13.9K | $3.03 | Direct | F1, F3 | ||
| transaction | VIGL | Stock Option Award (Right to Buy) | Disposed to Issuer | -24.3K | -100% | 0 | Aug 5, 2025 | Common Stock | 24.3K | $3.03 | Direct | F1, F3 | ||
| transaction | VIGL | Stock Option Award (Right to Buy) | Disposed to Issuer | -6.24K | -100% | 0 | Aug 5, 2025 | Common Stock | 6.24K | $3.03 | Direct | F1, F3 |
Suzanne Louise Bruhn is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | This Form 4 reports securities disposed pursuant to the Agreement and Plan of Merger (the "Merger Agreement") by and among the Issuer, Sanofi ("Parent"), and Vesper Acquisition Sub Inc., a wholly owned subsidiary of Parent ("Merger Sub"). Pursuant to the terms of the Merger Agreement, on August 5, 2025 (the "Effective Time"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation in the Merger and as a wholly owned subsidiary of Parent. At the Effective Time, each share of Issuer Common Stock issued and outstanding immediately prior to the Effective Time was converted into the right to receive (i) $8.00 per share of Common Stock in cash, without interest (the "Closing Amount") plus (ii) one contingent value right ("CVR"), representing the right to receive $2.00 payable in cash, conditioned upon satisfaction of a certain clinical milestone (together with the Closing Amount, the "Merger Consideration"). |
| F2 | Represents Restricted Stock Units ("RSUs"), each of which represented the contingent right to receive one share of the Common Stock. Pursuant to the terms of the Merger Agreement, at the Effective Time, each RSU that is outstanding as of immediately prior to the Effective Time, to the extent unvested, was accelerated and became fully vested, and was cancelled and converted into the right to receive (i) an amount, without interest, equal to the product of (a) the total number of shares subject to such RSU immediately prior to the Effective Time, multiplied by (b) the Closing Amount and (ii) one CVR for each share subject to such RSU. |
| F3 | Pursuant to the terms of the Merger Agreement, at the Effective Time, each stock option that was outstanding as of immediately prior to the Effective Time, to the extent unvested, was accelerated and became fully vested. Each stock option having an exercise price per share that was less than the Closing Amount was cancelled and converted into the right to receive (i) an amount, without interest, equal to the product of (a) the total number of shares subject to such option immediately prior to the Effective Time, multiplied by (b) the excess of (1) the Closing Amount over (2) the exercise price per share under such option and (ii) one CVR for each share subject to such option. |