Neurogene Inc. | SEC Filing

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Smith Sean Michael

(Last)

(First)

(Middle)

C/O NEOLEUKIN THERAPEUTICS, INC.

188 EAST BLAINE STREET, #450

(Street)

SEATTLE

98102

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/02/2022

3. Issuer Name and Ticker or Trading Symbol
Neoleukin Therapeutics, Inc. [ NLTX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Principal Accounting Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	3,431	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to buy)	⁽¹⁾	10/09/2029	Common Stock	26,000	2.71	D
Employee Stock Option (Right to buy)	⁽²⁾	08/02/2031	Common Stock	24,000	6.8	D
Employee Stock Option (Right to buy)	⁽³⁾	08/10/2030	Common Stock	15,000	12	D
Restricted Stock Units	⁽⁴⁾	⁽⁵⁾	Common Stock	10,000	⁽⁶⁾	D
Restricted Stock Units	⁽⁷⁾	⁽⁵⁾	Common Stock	25,000	⁽⁶⁾	D

Explanation of Responses:

1. 1/4 of the shares subject to the option vested on October 21, 2020, and 1/48 of the shares subject to the option will vest monthly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

2. 1/4 of the shares subject to the option will vest on August 3, 2022, and then 1/48 of the shares subject to the option will vest monthly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

3. 1/4 of the shares subject to the option vested on August 10, 2021, and 1/48 of the shares subject to the option will vest monthly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

4. The restricted stock units ("RSUs") will vest as to 1/2 of the total number of shares underlying the award on each of August 10, 2022 and August 10, 2023, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

5. RSUs do not expire; they either vest or are canceled prior to the vesting date.

6. Each RSU represents a contingent right to receive one share of the Issuer's Common Stock upon settlement for no consideration.

7. The RSUs will vest as to 1/2 of the total number of shares underlying the award on each of February 1, 2023 and February 1, 2024, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

Remarks:

	/s/ Sean M. Smith	03/03/2022
	** 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 5 (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.

                                 POWER OF ATTORNEY

	KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints Jonathan Drachman, Robert Ho and Alicia Hunsaker, as long as they are
providing services to Neoleukin Therapeutics, Inc. ("Company"), and each of
them, as his true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer and/or director of the Company, any and all Form 3, 4 or 5 reports
required to be filed by the undersigned in accordance with Section 16(a) of the
Securities Exchange Act of 1934, as amended ("Exchange Act"), and the rules and
regulations thereunder with respect to transactions in securities of the
Company;

(2) do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4 or 5
report and timely file such report with the U.S. Securities and Exchange
Commission and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned, pursuant to this Power of Attorney, shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in his
discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority
to do and perform each and every act and thing whatsoever requisite, necessary
and proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the undersigned might or could
do if personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact, or her/his substitute
or substitutes, shall lawfully do or cause to be done by virtue of this Power of
Attorney and the rights and powers herein granted.  The undersigned acknowledges
that no such attorney-in-fact, in serving in such capacity at the request of the
undersigned, is hereby assuming, nor is the Company hereby assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Exchange Act.

The undersigned agrees that such attorney-in-fact may rely entirely on
information furnished orally or in writing by the undersigned to each such
attorney-in-fact. The undersigned further agrees that each attorney-in-fact and
the Company are not responsible for any errors or omissions in such filings. The
attorneys-in-fact and the Company are not responsible for determining whether or
not the transactions reported could be matched with any other transactions for
the purpose of determining liability for short-swing profits under Section
16(b).

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Form 3, 4 or 5 reports with respect to
the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing delivered
to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of the 24th day of February, 2022.

/s/ Sean Michael Smith
Name:  Sean Michael Smith