Neurogene Inc. — Director's Dealing 2020

Dec 23, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Neoleukin Therapeutics, Inc. (NLTX)
CIK: 0001404644
Period of Report: 2020-07-07

Reporting Person: BAKER BROS. ADVISORS LP (Director)
Reporting Person: 667, L.P. (Director)
Reporting Person: Baker Bros. Advisors (GP) LLC (Director)
Reporting Person: Baker Brothers Life Sciences LP (Director)
Reporting Person: BAKER FELIX (Director)
Reporting Person: BAKER JULIAN (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-07-07	Common Stock	P	29640	$15.25	Acquired	320049	Indirect
2020-07-07	Common Stock	P	394360	$15.25	Acquired	3501691	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-07-07	Pre-Funded Warrants	$	P	38974	Acquired		Common Stock (38974)	Indirect
2020-07-07	Pre-Funded Warrants	$	P	518555	Acquired		Common Stock (518555)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2260	Direct
Common Stock	2260	Direct

Footnotes

F1: Common stock ("Common Stock") of Neoleukin Therapeutics, Inc. (the "Issuer") held directly by Felix J. Baker received from in-kind pro rata distributions without consideration.

F2: Common stock held directly by Julian C. Baker received from in-kind pro rata distributions without consideration.

F3: 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds") purchased 29,640 and 394,360 shares of Common Stock, respectively, for $15.25 per share and 38,974 and 518,555 warrants to purchase Common Stock at an exercise price of $0.000001 per share with no expiration date ("Pre-Funded Warrants"), respectively, for $15.249999 in an underwritten public offering (the "Offering") that closed on July 7, 2020. The Pre-Funded warrants are exercisable immediately on a 1-for-1 basis into Common Stock to the extent that after giving effect to such exercise the holders thereof and their affiliates would beneficially own, for purposes of Rule 13d-3 under the Securities Act of 1934, as amended, no more than 9.99% of the outstanding shares of Common Stock (the "Maximum Percentage").

F4: After giving effect to the transaction and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I and the Pre-Funded Warrants reported column 9 of Table II directly held by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.

F5: After giving effect to the transaction reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital L.P. and (ii) Life Sciences, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I and Pre-Funded Warrants in column 9 of Table II directly held by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.

F6: Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held by the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds.

F7: Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.