PRESIDENT AND CEO Ang Robert covered exercise/tax liability with 3,248 shares and was granted 137,500 shares, increasing direct ownership by 17% to 921,739 units (SEC Form 4)
$VOR
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Vor Biopharma Inc. [ VOR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/03/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 02/03/2025 | F | 3,248(1) | D | $1.34 | 784,239 | D | |||
| Common Stock | 02/03/2025 | A | 137,500(2) | A | $0 | 921,739 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (right to buy) | $2.18 | 02/03/2025 | D(3) | 147,294(4) | (5) | 03/09/2030 | Common Stock | 147,294 | $0 | 0 | D | ||||
| Employee Stock Option (right to buy) | $1.34(6) | 02/03/2025 | A(3) | 147,294 | (5) | 03/09/2030 | Common Stock | 147,294 | $0 | 147,294 | D | ||||
| Employee Stock Option (right to buy) | $1.9 | 02/03/2025 | D(3) | 652,086 | (5) | 08/20/2030 | Common Stock | 652,086 | $0 | 0 | D | ||||
| Employee Stock Option (right to buy) | $1.34(6) | 02/03/2025 | A(3) | 652,086 | (5) | 08/20/2030 | Common Stock | 652,086 | $0 | 652,086 | D | ||||
| Employee Stock Option (right to buy) | $18 | 02/03/2025 | D(3) | 51,060 | (7) | 02/04/2031 | Common Stock | 51,060 | $0 | 0 | D | ||||
| Employee Stock Option (right to buy) | $1.34(6) | 02/03/2025 | A(3) | 51,060 | (7) | 02/04/2031 | Common Stock | 51,060 | $0 | 51,060 | D | ||||
| Employee Stock Option (right to buy) | $8.63 | 02/03/2025 | D(3) | 376,000 | (8) | 01/31/2032 | Common Stock | 376,000 | $0 | 0 | D | ||||
| Employee Stock Option (right to buy) | $1.34(6) | 02/03/2025 | A(3) | 376,000 | (8) | 01/31/2032 | Common Stock | 376,000 | $0 | 376,000 | D | ||||
| Employee Stock Option (right to buy) | $4.97 | 02/03/2025 | D(3) | 172,500 | (9) | 08/31/2032 | Common Stock | 172,500 | $0 | 0 | D | ||||
| Employee Stock Option (right to buy) | $1.34(6) | 02/03/2025 | A(3) | 172,500 | (9) | 08/31/2032 | Common Stock | 172,500 | $0 | 172,500 | D | ||||
| Employee Stock Option (right to buy) | $5.55 | 02/03/2025 | D(3) | 257,500 | (10) | 02/05/2033 | Common Stock | 257,500 | $0 | 0 | D | ||||
| Employee Stock Option (right to buy) | $1.34(6) | 02/03/2025 | A(3) | 257,500 | (10) | 02/05/2033 | Common Stock | 257,500 | $0 | 257,500 | D | ||||
| Employee Stock Option (right to buy) | $2.41 | 02/03/2025 | D(3) | 470,000 | (11) | 01/28/2034 | Common Stock | 470,000 | $0 | 0 | D | ||||
| Employee Stock Option (right to buy) | $1.34(6) | 02/03/2025 | A(3) | 470,000 | (11) | 01/28/2034 | Common Stock | 470,000 | $0 | 470,000 | D | ||||
| Employee Stock Option (right to buy) | $1.34 | 02/03/2025 | A | 825,000 | (12) | 02/02/2035 | Common Stock | 825,000 | $0 | 825,000 | D | ||||
| Explanation of Responses: |
| 1. Shares were withheld to satisfy the Reporting Person's tax withholding obligations in connection with the settlement of restricted stock units ("RSUs"). |
| 2. Represents the number of shares underlying RSUs. Each RSU represents the contingent right to receive one share of common stock of the Issuer. The RSUs vest over four years in equal quarterly installments beginning on February 1, 2025, subject to the Reporting Person's continued service as of each such date. |
| 3. On February 3, 2025, pursuant to the terms of the Issuer's 2015 Stock Incentive Plan (the "2015 Plan"), 2021 Equity Incentive Plan (the "2021 Plan") and 2023 Inducement Plan (the "Inducement Plan"), the Issuer's Board of Directors approved a stock option award repricing, effective as of February 3, 2025 (the "Effective Date"). Except for the new exercise price (see footnote 6 below), all of the other terms of the stock option award remain unchanged. This transaction is exempt pursuant to Rule 16b-6(d) and Rule 16b-3 of the Exchange Act, as applicable. |
| 4. On February 4, 2021, the Reporting Person filed a Form 3 which inadvertently reported that this stock option was for 147,293 shares, when in fact it was for 147,294 shares. |
| 5. Immediately exercisable. |
| 6. The exercise price of the stock option award is $1.34 per share, representing the fair market value per share of the Issuer's Common Stock on the Effective Date. Under the terms of the stock option award repricing, a repriced stock option award will revert to its original exercise price if exercised during the Retention Period. The "Retention Period" commenced on the Effective Date and ends upon the earliest of (i) the date 12 months following the Effective Date; (ii) a Change in Control during the optionholder's Continuous Service (each as defined in the 2021 Plan or Inducement Plan, as applicable) with the Company or while the optionholder is an Eligible Participant (as defined in the 2015 Plan), as applicable; and (iii) 30 days prior to the option's original expiration date. |
| 7. The shares vested or shall vest and become exercisable in a series of 48 successive equal monthly installments beginning on February 19, 2021, in each case subject to the Reporting Person's continued service as of each such date. |
| 8. The shares vested or shall vest and become exercisable in a series of 48 successive equal monthly installments beginning on February 1, 2022, in each case subject to the Reporting Person's continued service as of each such date. |
| 9. The shares vested or shall vest and become exercisable in a series of 24 successive equal monthly installments beginning on October 1, 2022, in each case subject to the Reporting Person's continued service as of each such date. |
| 10. The shares vested or shall vest and become exercisable in a series of 48 successive equal monthly installments beginning on February 6, 2023, in each case subject to the Reporting Person's continued service as of each such date. |
| 11. The shares vested or shall vest and become exercisable in a series of 48 successive equal monthly installments beginning on February 1, 2024, in each case subject to the Reporting Person's continued service as of each such date. |
| 12. The shares shall vest and become exercisable in a series of 48 successive equal monthly installments beginning on February 1, 2025, in each case subject to the Reporting Person's continued service as of each such date. |
| /s/ Katie Kazem, Attorney-in-Fact | 02/05/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||