Sigilon Therapeutics Form 4 Change in insider ownership

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ELI LILLY & Co

(Last)

(First)

(Middle)

LILLY CORPORATE CENTER

(Street)

INDIANAPOLIS

46285

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Sigilon Therapeutics, Inc. [ SGTX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/11/2023		P⁽¹⁾⁽²⁾⁽³⁾		1,718,493⁽¹⁾⁽²⁾⁽³⁾	A	$14.92⁽¹⁾⁽²⁾⁽³⁾	100⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

ELI LILLY & Co

(Last)

(First)

(Middle)

LILLY CORPORATE CENTER

(Street)

INDIANAPOLIS

46285

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Shenandoah Acquisition Corp

(Last)

(First)

(Middle)

LILLY CORPORATE CENTER

(Street)

INDIANAPOLIS

46285

(City)

(State)

(Zip)

Explanation of Responses:

1. Eli Lilly and Company ("Lilly") and its wholly-owned subsidiary, Shenandoah Acquisition Corporation ("Purchaser"), entered into an Agreement and Plan of Merger, dated as of June 28, 2023 (the "Merger Agreement"), with Sigilon Therapeutics, Inc. (the "Issuer"), pursuant to which Purchaser commenced a tender offer (as amended and supplemented from time to time, the "Offer") to purchase all the outstanding shares of common stock, par value $0.001 per share (the "Shares"), of the Issuer in exchange for (a) $14.92 per Share, net to the stockholder in cash, without interest and less any applicable tax withholding, plus (b) one non-tradable contingent value right ("CVR") per Share,

2. (continued from footnote 1) which represents the contractual right to receive contingent payments of up to $111.64 per CVR, net to the stockholder in cash, without interest and less any applicable tax withholding, upon the achievement of certain specified milestones in accordance with the terms and subject to the conditions of a Contingent Value Rights Agreement, dated as of August 10, 2023, by and among Lilly, Purchaser, Computershare Inc. and Computershare Trust Company, N.A.

3. As of one minute past 11:59 p.m., Eastern Time, on August 9, 2023 (the "Expiration Time"), when the Offer expired, 1,718,493 Shares were validly tendered and not validly withdrawn in accordance with the terms of the Offer. On August 11, 2023, Purchaser accepted for payment all Shares validly tendered and not validly withdrawn pursuant to the Offer prior to the Expiration Time.

4. Following consummation of the Offer, on August 11, 2023, Lilly completed its acquisition of the Issuer pursuant to the terms of the Merger Agreement through the merger of Purchaser with and into the Issuer, and without a meeting of the stockholders of the Issuer in accordance with Section 251(h) of the General Corporation Law of the State of Delaware, with the Issuer surviving such merger as a wholly-owned subsidiary of Lilly. As a result of the merger, Lilly received an aggregate of 100 newly issued shares of common stock, $0.0001 par value per share (the "New Shares"), of the Issuer, which represent all of the Issuer's issued and outstanding New Shares.

Remarks:

	/s/ Anat Ashkenazi, Executive Vice President and Chief Financial Officer, on behalf of Eli Lilly and Company	08/14/2023
	/s/ Philip L. Johnson, President, on behalf of Shenandoah Acquisition Corporation	08/14/2023
	** Signature of Reporting Person	Date
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Sigilon Therapeutics (SGTX) Form 4Change in insider ownership