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^*

Song Paul Y.

(Last)

(First)

(Middle)

NKGEN BIOTECH, INC.

3001 DAIMLER STREET

(Street)

SANTA ANA

92705

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/28/2023

3. Issuer Name and Ticker or Trading Symbol
NKGen Biotech, Inc. [ NKGN ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive 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)
Common Stock	170,305	D

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⁾	02/02/2033	Common Stock	393,312⁽²⁾	$6.67	D
Stock Option (right to buy)	⁽³⁾	01/16/2033	Common Stock	83,722⁽²⁾	$6.67	D

Explanation of Responses:

1. One-fourth (1/4th) of the shares subject to the option shall vest on the one-year anniversary of the Vesting Commencement Date of February 3, 2022, and 1/36th of the remaining shares shall vest each month thereafter, subject to the Reporting Person's continued service with the Issuer on each respective vesting date.

2. Dr. Song was elected as a member of the board of directors and appointed as President and Chief Executive Officer of the Issuer effective immediately after the Effective Time (as defined in the Business Combination Agreement, dated April 14, 2023 (the "Business Combination Agreement"), by and among the Issuer, Austria Merger Sub, Inc., and NKGen Biotech, Inc.). In connection with the Closing (as defined in the Business Combination Agreement) and prior to Dr. Song joining the board of directors and being appointed an executive officer of the Issuer, Dr. Song exchanged his options to acquire shares of common stock of NKGen Biotech, Inc. for options to acquire shares of the Issuer.

3. One-fourth (1/4th) of the shares subject to the option shall vest on the one-year anniversary of the Vesting Commencement Date of December 28, 2022, and 1/36th of the remaining shares shall vest each month thereafter, subject to the Reporting Person's continued service with the Issuer on each respective vesting date.

Remarks:

See attached Exhibit 24 - Power of Attorney

	/s/ Pierre Gagnon, Attorney-in-fact	10/06/2023
	** 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 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.