GEOFF MCDONOUGH - 15 Jul 2022 Form 4 Insider Report for Generation Bio Co. (GBIO)

Role: PRESIDENT AND CEO, Director
Signature: /s/ Jennifer Elliott, Attorney-in-Fact
Issuer symbol: GBIO
Transactions as of: 15 Jul 2022
Transactions value $: -$101,597
Form type: 4
Filing time: 19 Jul 2022, 16:22:55 UTC
Previous filing: 25 Jan 2022
Next filing: 18 Oct 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GBIO	Common Stock	Options Exercise		+46,876	+3.98%		1,223,436	15 Jul 2022	Direct	F1, F2
transaction	GBIO	Common Stock	Tax liability	-$101,597	-14,150	-1.16%	$7.18	1,209,286	15 Jul 2022	Direct
holding	GBIO	Common Stock						226,462	15 Jul 2022	By 2018 Trust	F3
holding	GBIO	Common Stock						275,000	15 Jul 2022	By 2020 Trust	F4

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	GBIO	Restricted Stock Units	Options Exercise	$0	-46,876	-25%	$0	140,624	15 Jul 2022	Common Stock	46,876		Direct	F1, F5

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

Explanation of Responses:

Id	Content
F1	Each restricted stock unit represents the right to receive one share of the company's common stock.
F2	Includes 2,480 shares acquired under the company's employee stock purchase plan since May 3, 2021.
F3	The securities are directly held by the McDonough Family 2018 Irrevocable Trust, or the 2018 Trust. The reporting person is the settlor of the 2018 Trust, Allison L. McDonough and David S. Grayzel are trustees for the 2018 Trust and the 2018 Trust is for the benefit of Graeme and Owen McDonough. The reporting person may be deemed to beneficially own the shares of common stock owned by the 2018 Trust.
F4	The securities are directly held by the McDonough Family 2020 Irrevocable Trust, or the 2020 Trust. The reporting person is the settlor of the 2020 Trust, Allison L. McDonough and David S. Grayzel are trustees for the 2020 Trust and the 2020 Trust is for the benefit of Allison, Graeme and Owen McDonough. The reporting person may be deemed to beneficially own the shares of common stock owned by the 2020 Trust.
F5	On January 21, 2022, the reporting person was granted 187,500 restricted stock units. The shares underlying the restricted stock units vest over two years, with 25% of the shares vesting on July 15, 2022 and the remaining shares vesting in equal quarterly installments thereafter.