Cyclerion Therapeutics, Inc. — Director's Dealing 2021

Jun 7, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Cyclerion Therapeutics, Inc. (CYCN)
CIK: 0001755237
Period of Report: 2021-06-03

Reporting Person: MCGUIRE TERRANCE (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-06-03	Common Stock	P	92831	$3.12	Acquired	697313	Indirect
2021-06-03	Common Stock	P	3322	$3.12	Acquired	24957	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	162	Indirect
Common Stock	6911	Indirect
Common Stock	11047	Direct

Footnotes

F1: On June 3, 2021, Polaris Partners VIII, L.P. ("PP VIII") and Polaris Entrepreneurs' Fund VIII, L.P. ("PEF VIII") agreed to purchase directly from the Issuer such shares of Common Stock of the Issuer in a private placement transaction.

F2: The reportable securities are owned directly by PP VIII. Polaris Partners GP VIII, L.L.C. ("PPGP VIII") is the general partner of PP VIII. The Reporting Person, a member of the Issuer's Board of Directors, is an interest holder of PPGP VIII. Each of David Barrett, Brian Chee, Amir Nashat and Bryce Youngren are the managing members of PPGP VIII (collectively, the "Managing Members"). Each of the Reporting Person and the Managing Members, in their respective capacities with respect to PPGP VIII, may be deemed to have shared voting and dispositive power over the shares held by PP VIII. Each of PPGP VIII, the Reporting Person and the Managing Members disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.

F3: The reportable securities are owned directly by PEF VIII. PPGP VIII is the general partner of PEF VIII. The Reporting Person, a member of the Issuer's Board of Directors, is an interest holder of PPGP VIII. Each of the Reporting Person and the Managing Members, in their respective capacities with respect to PPGP VIII, may be deemed to have shared voting and dispositive power over the shares held by PEF VIII. Each of PPGP VIII, the Reporting Person and the Managing Members disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.

F4: The Reporting Person and Jonathan Flint ("Flint") are the managing members of Polaris Venture Management Co. II, L.L.C., the beneficial owner of the securities. Each of the Reporting Person and Flint disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.

F5: The Reporting Person is a managing member of Bartlett Partners, LLC, the beneficial owner of the securities. The Reporting Person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein.