SEC Filing | PepGen

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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^*

McArthur James G

(Last)

(First)

(Middle)

C/O PEPGEN INC.

245 MAIN STREET

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/05/2022

3. Issuer Name and Ticker or Trading Symbol
PepGen Inc. [ PEPG ]

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

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

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⁾	03/21/2031	Common Stock	356,304	2.71	D
Stock Option (Right to Buy)	⁽²⁾	09/05/2031	Common Stock	352,705	8.96	D
Stock Option (Right to Buy)	⁽³⁾	09/05/2031	Common Stock	40,815	8.96	D
Stock Option (Right to Buy)	⁽⁴⁾	09/05/2031	Common Stock	40,815	8.96	D
Stock Option (Right to Buy)	⁽⁵⁾	03/06/2032	Common Stock	40,815	11.23	D

Explanation of Responses:

1. This stock option vests over four years following the vesting commencement date (January 21, 2021) with 25% of such shares vesting on the first anniversary of the vesting commencement date, and the remaining shares vesting in 36 equal monthly installments, subject to continued service through each vesting date.

2. This stock option vests over four years following the vesting commencement date (September 6, 2021) with 25% of such shares vesting on the first anniversary of the vesting commencement date, and the remaining shares vesting in 36 equal monthly installments, subject to continued service through each vesting date.

3. This stock option vests over four years following the vesting commencement date (September 17, 2021) with 25% of such shares vesting on the first anniversary of the vesting commencement date, and the remaining shares vesting in 36 equal monthly installments, subject to continued service through each vesting date.

4. This stock option vests over four years following the vesting commencement date (October 6, 2021) with 25% of such shares vesting on the first anniversary of the vesting commencement date, and the remaining shares vesting in 36 equal monthly installments, subject to continued service through each vesting date.

5. This stock option vests over four years following the vesting commencement date (March 7, 2022) with 25% of such shares vesting on the first anniversary of the vesting commencement date, and the remaining shares vesting in 36 equal monthly installments, subject to continued service through each vesting date.

Remarks:

Exhibit 24: Power of Attorney

	/s/ Noel Donnelly, as Attorney-in-Fact	05/05/2022
	** 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.

                                Power of Attorney

    Know all by these presents, that the undersigned hereby constitutes and
appoints each of Noel Donnelly and Kyle Breidenstine, signing singly, and with
full power of substitution, as the undersigned's true and lawful attorney-in-
fact to:

        (1) execute for and on behalf of the undersigned, in the
        undersigned's capacity as an officer and/or director of PepGen Inc., a
        Delaware corporation (the "Company"), from time to time the following
        Securities and Exchange Commission (the "SEC") forms: Forms 3, 4, and 5
        in accordance with Section 16(a) of the Securities Exchange Act of
        1934, as amended (the "Exchange Act"), and the rules thereunder;

        (2) do and perform any and all acts for and on behalf of the
        undersigned which may be necessary or desirable to complete and execute
        any such Form 3, 4, or 5, complete and execute any amendment or
        amendments thereto, and timely file such form with the SEC and any
        stock exchange or similar authority; and

        (3) take any other action of any type whatsoever in connection with
        the foregoing which, in the opinion of such attorney-in-fact, may be of
        benefit to, in the best interest of, or legally required by, the
        undersigned, it being understood that the documents executed by such
        attorney-in-fact on behalf of the undersigned pursuant to this Power of
        Attorney shall be in such form and shall contain such terms and
        conditions as such attorney-in-fact may approve in such attorney-in-
        fact's discretion.

    The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming, nor
is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Exchange Act.

    This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact. This Power of Attorney shall expire as to any
individual attorney-in-fact if such attorney-in-fact ceases to be an officer of
the Company. This Power of Attorney may be filed with the SEC as a confirming
statement of the authority granted herein.

    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 6th day of April, 2022.


 /s/ James McArthur
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Printed Name: James McArthur