Paul Y. Song - 28 Sep 2023 Form 3 Insider Report for NKGen Biotech, Inc. (NKGN)

Role: Chief Executive Officer, Director
Signature: /s/ Pierre Gagnon, Attorney-in-fact
Issuer symbol: NKGN
Transactions as of: 28 Sep 2023
Net transactions value: $0
Form type: 3
Filing time: 10 Oct 2023, 16:06:28 UTC
Next filing: 22 Nov 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	NKGN	Common Stock						170,305	28 Sep 2023	Direct

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
holding	NKGN	Stock Option (right to buy)							28 Sep 2023	Common Stock	393,312	$6.67	Direct	F1, F2
holding	NKGN	Stock Option (right to buy)							28 Sep 2023	Common Stock	83,722	$6.67	Direct	F2, F3

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

Explanation of Responses:

Id	Content
F1	One-fourth (1/4th) of the shares subject to the option shall vest on the one-year anniversary of the Vesting Commencement Date of February 3, 2022, and 1/36th of the remaining shares shall vest each month thereafter, subject to the Reporting Person's continued service with the Issuer on each respective vesting date.
F2	Dr. Song was elected as a member of the board of directors and appointed as President and Chief Executive Officer of the Issuer effective immediately after the Effective Time (as defined in the Business Combination Agreement, dated April 14, 2023 (the "Business Combination Agreement"), by and among the Issuer, Austria Merger Sub, Inc., and NKGen Biotech, Inc.). In connection with the Closing (as defined in the Business Combination Agreement) and prior to Dr. Song joining the board of directors and being appointed an executive officer of the Issuer, Dr. Song exchanged his options to acquire shares of common stock of NKGen Biotech, Inc. for options to acquire shares of the Issuer.
F3	One-fourth (1/4th) of the shares subject to the option shall vest on the one-year anniversary of the Vesting Commencement Date of December 28, 2022, and 1/36th of the remaining shares shall vest each month thereafter, subject to the Reporting Person's continued service with the Issuer on each respective vesting date.

Remarks:

See attached Exhibit 24 - Power of Attorney