SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Paone Antoinette

(Last)

(First)

(Middle)

C/O GENERATION BIO CO., 301 BINNEY ST

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/10/2022

3. Issuer Name and Ticker or Trading Symbol
Generation Bio Co. [ GBIO ]

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

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

5. 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽¹⁾	12/05/2028	Common Stock	105,230	$4.5924	D
Stock Option (right to buy)	⁽²⁾	03/04/2030	Common Stock	14,153	$5.1576	D
Stock Option (right to buy)	⁽³⁾	03/04/2030	Common Stock	14,153	$5.1576	D
Stock Option (right to buy)	⁽⁴⁾	03/04/2030	Common Stock	53,784	$5.1576	D
Stock Option (right to buy)	⁽⁵⁾	01/21/2031	Common Stock	31,500	$30.25	D
Stock Option (right to buy)	⁽⁶⁾	01/20/2032	Common Stock	66,000	$6.49	D
Restricted Stock Units	⁽⁷⁾	⁽⁷⁾	Common Stock	33,000	⁽⁸⁾	D

Explanation of Responses:

1. The option to purchase 113,230 shares was granted on December 6, 2018. The shares underlying the option vest over four years, with 25% of the shares vested on October 1, 2019 and the remaining shares vesting in equal quarterly installments thereafter.

2. The option to purchase 14,153 shares was granted on March 5, 2020. The shares underlying the option vest in full upon the date on which the Board of Directors of the Issuer determines that the Issuer has dosed the initial patient in its first clinical trial, provided that such event occurs on or before July 1, 2023.

3. The option to purchase 14,153 shares was granted on March 5, 2020. The shares underlying the option vest over four years, with 25% of the shares vested on March 5, 2021 and the remaining shares vesting in equal quarterly installments thereafter.

4. The option to purchase 53,784 shares of common stock was granted on March 5, 2020. The shares underlying the option vest over four years, with 25% of the shares vested on February 1, 2021 and the remaining shares vesting in equal quarterly installments thereafter.

5. The option to purchase 31,500 shares of common stock was granted on January 22, 2021. The shares underlying the option vest over four years, with 25% of the shares vested on January 22, 2022 and the remaining shares vesting in equal quarterly installments thereafter.

6. The option to purchase 66,000 shares of common stock was granted on January 21, 2022. The shares underlying the option vest over four years, with 25% of the shares vesting on January 21, 2023 and the remaining shares vesting in equal quarterly installments thereafter.

7. The shares underlying the restricted stock units vest over two years, with 25% of the shares vesting on July 15, 2022 and the remaining shares vesting in equal quarterly installments thereafter.

8. Each restricted stock unit represents the right to receive one share of the company's common stock.

	/s/ Jennifer Elliott, Attorney-in-Fact	02/11/2022
	** 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 5 (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.