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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A Convertible Preferred Stock | $ 0 | 05/19/2023 | A | 351,037 (1) | (1) | (1) | Common Stock | 351,037 | $ 8.68 | 351,037 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Hecht Peter M C/O CYCLERION THERAPEUTICS, INC. 245 FIRST STREET, 18TH FLOOR CAMBRIDGE, MA 02142 |
X | X | Chief Executive Officer | |
| /s/ Gary J. Simon, Attorney-in-Fact | 05/22/2023 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | On May 19, 2023, the reporting person purchased directly from the Issuer 225,000 shares of Common Stock and 351,037 shares of Series A Convertible Preferred Stock (the "Series A Preferred Stock") for a total purchase price of approximately $5,000,000 (or $8.68 per share) in a private placement transaction pursuant to the Stock Purchase Agreement dated as of March 31, 2023 between the reporting person and the Issuer. The Series A Preferred Stock may be converted to Common Stock on a one-for-one basis at the option of the holder thereof. The reporting person has agreed not to convert his Series A Preferred Stock to the extent such conversion would require shareholder approval pursuant to Nasdaq listing rules and such shareholder approval has not been obtained. |
| (2) | These shares are held in the referenced trust for the benefit of the reporting person's child. The reporting person's spouse is the trustee of this trust. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or any other purpose. |
| Remarks: All numbers presented above reflect share amounts and price information after giving effect to the 1-for-20 reverse stock split the Issuer effected on May 15, 2023, which was previously announced in the Current Report on Form 8-K filed by the Issuer on the same date. Immediately prior to the transaction reported herein, the reporting person directly held 2,047,698 shares of Common Stock on a pre-split basis (or 102,385 shares of Common Stock on a post-split basis). |
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