PepGen Inc. — Director's Dealing 2024

Jun 21, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PepGen Inc. (PEPG)
CIK: 0001835597
Period of Report: 2024-06-20

Reporting Person: RA CAPITAL MANAGEMENT, L.P. (N/A)
Reporting Person: RA Capital Healthcare Fund LP (Director, 10% Owner)
Reporting Person: RA Capital Nexus Fund II, L.P. (Director)
Reporting Person: Kolchinsky Peter (Director, 10% Owner)
Reporting Person: Shah Rajeev M. (Director, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-06-20	Stock Option (Right to Buy)	$16.80	A	13000	Acquired	2034-06-19	Common Stock (13000)	Indirect

Footnotes

F1: This option shall vest in full upon the earlier of (i) June 20, 2025 or (ii) the date of the Issuer's next Annual Stockholder Meeting, provided, however, that all vesting shall cease if Mr. Resnick ceases to serve as a director, unless the Issuer's Board of Directors determines that the circumstances warrant continuation of vesting.

F2: RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "Fund"), RA Capital Nexus Fund II, L.P. (the "Nexus Fund II"), and a separately managed account (the "Account"). The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. Each of the Adviser, the Adviser GP, the Fund, the Nexus Fund II, Dr. Kolchinsky and Mr. Shah disclaims beneficial ownership of any of the reported securities, except to the extent of its or his respective pecuniary interest therein.

F3: Joshua Resnick is a Senior Managing Director of the Adviser who serves on the Issuer's board of directors. Under Mr. Resnick's arrangement with the Adviser, Mr. Resnick holds the option for the benefit of the Fund, the Nexus Fund II and the Account. Mr. Resnick is obligated to turn over to the Adviser any net cash or stock received upon exercise of the option, which will offset advisory fees owed by the Fund, the Nexus Fund II, and the Account to the Adviser. The Reporting Persons therefore disclaim beneficial ownership of the option and underlying common stock.