Korro Bio, Inc. — Director's Dealing 2023

Nov 8, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Korro Bio, Inc. (KRRO)
CIK: 0001703647
Period of Report: 2023-11-03

Reporting Person: FORMELA JEAN FRANCOIS (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-11-03	Common Stock	A	942075	—	Acquired	942075	Indirect
2023-11-03	Common Stock	A	177217	—	Acquired	177217	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-11-03	Stock Option (Right to Buy)	$14.98	A	16000	Acquired	2033-11-02	Common Stock (16000)	Direct

Footnotes

F1: Received in exchange for (i) 3,000,000 shares of common stock, (ii) 4,000,000 shares of Series Seed 1 Preferred Stock, (iii) 2,000,000 shares of Series Seed 2 Preferred Stock, (iv) 1,538,462 shares of Series Seed 3 Preferred Stock, (v) 5,357,142 shares of Series A Preferred Stock and (vi) 3,064,273 shares of Series B Preferred Stock of Korro Bio Ops, Inc. (f/k/a Korro Bio, Inc., "Legacy Korro") pursuant to an Agreement and Plan of Merger dated as of July 14, 2023 (the "Merger Agreement") by and among Legacy Korro, the Issuer (f/k/a Frequency Therapeutics, Inc.) and Frequency Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"). Under the terms of the Merger Agreement, on November 3, 2023, Merger Sub merged with and into Legacy Korro (the "Merger"), with Legacy Korro surviving the Merger as a wholly owned subsidiary of the Issuer.

F2: (Continued from Footnote 1) Upon the closing of the Merger, each share of Legacy Korro common stock was converted into the right to receive 0.049688 of a share of the Issuer's common stock, after giving effect to a reverse stock split of the Issuer's common stock of 1-for-50. Subsequent to the Merger, the name of the Issuer was changed from Frequency Therapeutics, Inc. to Korro Bio, Inc.

F3: These shares are held directly by Atlas Venture Fund XI, L.P. ("Atlas XI"). Atlas Venture Associates XI, L.P. ("Associates XI") is the general partner of Atlas XI. Atlas Venture Associates XI, LLC ("Associates XI LLC") is the general partner of Associates XI. The Reporting Person is a member of Associates XI LLC and disclaims Section 16 beneficial ownership of such shares, except to the extent of his pecuniary interest therein, if any.

F4: Received in exchange for Legacy Korro common stock issued in the private placement completed immediately prior to the Merger.

F5: These shares are held directly by Atlas Venture Opportunity Fund II, L.P. ("Atlas Opportunity II"). Atlas Venture Associates Opportunity II, L.P. ("Associates II") is the general partner of Atlas Opportunity II. Atlas Venture Associates Opportunity II, LLC ("Associates II LLC") is the general partner of Associates II. The Reporting Person is a member of Associates II LLC and disclaims Section 16 beneficial ownership of such shares, except to the extent of his pecuniary interest therein, if any.

F6: The shares subject to the option vest in three equal annual installments commencing from November 3, 2023, subject to the Reporting Person's continued service on each such vesting date.

F7: The Reporting Person is a member of Atlas XI and is obligated to transfer the economic benefit, if any, received upon the sale of the shares issuable upon exercise of the option to Atlas Venture Life Science Advisors, LLC. As such, the Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein, if any.