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

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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^*

Vitorovic Stefan

(Last)

(First)

(Middle)

VIGIL NEUROSCIENCE, INC.

1 BROADWAY, 7TH FLOOR, SUITE 07-300

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Vigil Neuroscience, Inc. [ VIGL ]

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)
01/11/2022

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

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	01/11/2022		C		3,333,245	A	⁽¹⁾	3,333,245	I	By Vida Ventures III, L.P.⁽²⁾
Common Stock	01/11/2022		C		7,684	A	⁽¹⁾	7,684	I	By Vida Ventures III-A, L.P.⁽³⁾
Common Stock	01/11/2022		P		1,671,148	A	$14⁽⁴⁾	5,004,393	I	By Vida Ventures III, L.P.⁽²⁾
Common Stock	01/11/2022		P		3,852	A	$14⁽⁵⁾	11,536	I	By Vida Ventures III-A, L.P.⁽³⁾

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)
Series B Preferred Stock	⁽¹⁾	01/11/2022		C			9,243,756	⁽¹⁾	⁽¹⁾	Common Stock	3,333,245	$0.00	0	I	By Vida Ventures III, L.P.⁽²⁾
Series B Preferred Stock	⁽¹⁾	01/11/2022		C			21,310	⁽¹⁾	⁽¹⁾	Common Stock	7,684	$0.00	0	I	By Vida Ventures III-A, L.P.⁽³⁾

Explanation of Responses:

1. Each share of Series B Preferred Stock automatically converted into shares of the Issuer's common stock, par value $0.0001 per share ("Common Stock") on a one-for-2.7732 basis upon the closing of the Issuer's initial public offering on January 11, 2022 and had no expiration date.

2. The shares are held directly by Vida Ventures III, L.P. ("Vida III"). Vida Ventures GP III, L.L.C. ("Vida III GP") is the general partner of of Vida III. The Reporting Person is a managing member of Vida III GP and disclaims beneficial ownership of the shares held directly by Vida III, except to the extent of his pecuniary interest therein, if any.

3. The shares are held directly by Vida Ventures III-A, L.P. ("Vida III-A"). Vida III GP is the general partner of of Vida III-A. The Reporting Person is a managing member of Vida III GP and disclaims beneficial ownership of the shares held directly by Vida III-A, except to the extent of his pecuniary interest therein, if any.

4. On January 11, 2022, Vida III purchased 1,671,148 shares of Common Stock of the Issuer at a price of $14.00 per share pursuant to an underwritten public offering.

5. On January 11, 2022, Vida III-A purchased 3,852 shares of Common Stock of the Issuer at a price of $14.00 per share pursuant to an underwritten public offering.

Remarks:

	/s/Jennifer Ziolkowski, Attorney-in-Fact	01/11/2022
	** 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 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).
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