Bruce Booth - Aug 5, 2025 Form 4 Insider Report for Vigil Neuroscience, Inc. (VIGL)

Role: Director
Signature: /s/ Ommer Chohan, Attorney-in-Fact
Stock symbol: VIGL
Transactions as of: Aug 5, 2025
Transactions value $: $0
Form type: 4
Date filed: 8/5/2025, 09:48 AM
Previous filing: Jun 26, 2025
Next filing: Oct 1, 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Booth Bruce	Director	VIGIL NEUROSCIENCE, INC., 100 FORGE ROAD, SUITE 700, WATERTOWN	/s/ Ommer Chohan, Attorney-in-Fact	2025-08-05	0001451612

Transactions Table

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, F3
transaction	VIGL	Common Stock	Disposed to Issuer		-4.81M	-100%		0	Aug 5, 2025	By Atlas Venture Fund XII, L.P.	F1, F4
transaction	VIGL	Common Stock	Disposed to Issuer		-1.03M	-100%		0	Aug 5, 2025	By Atlas Venture Opportunity Fund I, L.P.	F1, F5

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	VIGL	Stock Option Award (Right to Buy)	Disposed to Issuer		-7.58K	-100%		0	Aug 5, 2025	Common Stock	7.58K	$3.03	Direct	F1, F3, F5, F6
transaction	VIGL	Stock Option Award (Right to Buy)	Disposed to Issuer		-12.2K	-100%		0	Aug 5, 2025	Common Stock	12.2K	$3.03	Direct	F1, F3, F5, F6
transaction	VIGL	Stock Option Award (Right to Buy)	Disposed to Issuer		-9.71K	-100%		0	Aug 5, 2025	Common Stock	9.71K	$3.03	Direct	F1, F3, F5, F6
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, F5, F6
transaction	VIGL	Stock Option Award (Right to Buy)	Disposed to Issuer		-34.6K	-100%		0	Aug 5, 2025	Common Stock	34.6K	$3.39	Direct	F1, F3, F5, F6
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, F5, F6
transaction	VIGL	Stock Option Award (Right to Buy)	Disposed to Issuer		-48.4K	-100%		0	Aug 5, 2025	Common Stock	48.4K	$2.19	Direct	F1, F3, F5, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Bruce Booth is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

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	The Reporting Person is a member of Atlas Venture Associates XII, LLC and is obligated to transfer the economic benefit, if any, received upon the sale of the shares issuable upon settlement of this award to Atlas Venture Life Science Advisors, LLC. As such, the Reporting Person disclaims beneficial ownership of the 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	These shares are held directly by Atlas Venture Fund XII, L.P. ("Atlas Venture Fund XII"). The general partner of Atlas Venture Fund XII is Atlas Venture Associates XII, L.P. ("AVA XII LP"). Atlas Venture Associates XII, LLC ("AVA XII LLC") is the general partner of AVA XII LP. The Reporting Person is a member of AVA XII LLC and disclaims beneficial ownership of such securities held by Atlas Venture Fund XII, except to the extent of his pecuniary interest therein, if any.
F5	The shares are held directly by Atlas Venture Opportunity Fund I, L.P. ("Atlas Venture Opportunity Fund I"). The general partner of Atlas Venture Opportunity Fund I is Atlas Venture Associates Opportunity I, L.P. ("AVAO I LP"). Atlas Venture Associates Opportunity I, LLC ("AVAO I LLC") is the general partner of AVAO I LP. The Reporting Person is a member of AVAO I LLC and disclaims beneficial ownership of such securities held by Atlas Venture Opportunity Fund I, except to the extent of his pecuniary interest therein, if any.
F6	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.