Neurogene Inc. — Director's Dealing 2020

May 7, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Neoleukin Therapeutics, Inc. (NLTX)
CIK: 0001404644
Period of Report: 2020-05-05

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-05-05	Non-Qualified Stock Option (right to buy)	$12.84	A	25000	Acquired	2030-05-04	Common Stock (25000)	Indirect

Footnotes

F1: 25,000 non-qualified stock options ("Stock Options") exercisable solely into common stock of Neoleukin Therapeutics, Inc. (the "Issuer") were granted under the Issuer's 2014 Equity Incentive Plan to M. Cantey Boyd, a full-time employee of Baker Bros. Advisors LP (the "Adviser") in her capacity as a director of the Issuer. The Stock Options with a strike price of $12.84 vest in 12 equal monthly installments beginning on June 5, 2020 and expire on May 4, 2030. M. Cantey Boyd serves on the board of directors of the Issuer (the "Board") as a representative of Baker Brothers Life Sciences, L.P. ("Life Sciences") and 667, L.P. ("667", and together with Life Sciences, the "Funds").

F2: The policies of the Funds and the Adviser does not permit full-time employees of the Adviser or managing members of the Adviser GP (as defined below) to receive compensation for serving as a director of the Issuer. The Funds are entitled to receive all the pecuniary interest in the securities issued. The Funds each own an indirect proportionate pecuniary interest in the Stock Options. Solely as a result of Felix J. Baker's and Julian C. Baker's ownership interest in (i) the general partners of the Funds and (ii) the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the Stock Options (i.e. no direct pecuniary interest).

F3: 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 have relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds. The Adviser has investment and dispositive power over the Stock Options and any common stock of the Issuer received as a result of the exercise of Stock Options.

F4: 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.