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SEC FORM 4 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 		 
OMB APPROVAL
OMB Number: 3235-0287
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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*
Bermingham Nessan
(Last) (First) (Middle)
C/O KORRO BIO, INC.
ONE KENDALL SQUARE, BUILDING 600-700
(Street)
CAMBRIDGE MA 02139
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Korro Bio, Inc. [ KRRO ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/03/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Rule 10b5-1(c) Transaction Indication

  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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)
Code V Amount (A) or (D) Price
Common Stock 11/03/2023 A(1) 35,114(1) A (1) 35,114 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $11.68(2) 11/03/2023 A(2) 67,061(2) (3) 08/13/2030 Common Stock 67,061(2) (2)(4) 67,061 D
Stock Option (Right to Buy) $20.94(2) 11/03/2023 A(2) 24,712(2) (5) 02/08/2033 Common Stock 24,712(2) (2)(6) 24,712 D
Explanation of Responses:
1. Received in exchange for 706,702 shares of common 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. 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.
2. Upon the closing of the Merger, each outstanding option to purchase shares of Legacy Korro common stock issued under the Korro Bio, Inc. 2019 Stock Incentive Plan (the "2019 Plan") was assumed by the Issuer and converted into an option to purchase the Issuer's common stock, on the same terms and conditions as were applicable under the 2019 Plan prior to the Merger, as adjusted for the exchange ratio and the reverse stock split.
3. The shares subject to the option are fully vested and immediately exercisable.
4. Received in exchange for a stock option to acquire 1,349,645 shares of Legacy Korro common stock issued under the 2019 Plan pursuant to the Merger Agreement.
5. The shares subject to the option vest in 48 equal monthly installments commencing from August 14, 2022, subject to the Reporting Person's continued service on each such vesting date.
6. Received in exchange for a stock option to acquire 497,347 shares of Legacy Korro common stock issued under the 2019 Plan pursuant to the Merger Agreement.
/s/ Shelby Walker, Attorney-in-fact 11/07/2023
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.