09/18/2026 | Press release | Distributed by Public on 09/18/2026 14:58
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Non-Qualified Stock Option (right to buy) | $7.18(3) | 09/17/2026 | A(4) | 155,700 | (5) | 01/01/2036 | Common Stock | 155,700 | $ 0 (4) | 155,700 | D | ||||
| Non-Qualified Stock Option (right to buy) | $39.21 | 09/17/2026 | D(4) | 155,700 | (5) | 01/01/2036 | Common Stock | 155,700 | $ 0 (4) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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McKee Charlotte C/O SIONNA THERAPEUTICS, INC. 21 HICKORY DRIVE, SUITE 500 WALTHAM, MA 02451 |
CMO and Head of R&D | |||
| Jennifer Fitzpatrick, Attorney-in-Fact | 09/18/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Represents a grant of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Common Stock of the Issuer. The RSUs will vest on June 17, 2027, subject to the Reporting Person's continued service with the Issuer as of the vesting date. |
| (2) | Represents a grant of RSUs. Each RSU represents a contingent right to receive one share of Common Stock of the Issuer. The RSUs will vest upon the achievement of a designated performance milestone, subject to the Reporting Person's continued service with the Issuer as of the vesting date. |
| (3) | The exercise price of the option is $7.18 per share, representing the fair market value per share of the Issuer's Common Stock on September 17, 2026 (the "Repricing Date"). Unless otherwise provided by the Issuer's board of directors or its compensation committee, if the option is exercised before the applicable retention period ends, the exercise price will revert to its original exercise price. The retention period begins on the Repricing Date and ends on the earliest of (i) the 18-month anniversary of the Repricing Date (March 17, 2028), (ii) a Sale Event (as defined in the Sionna Therapeutics, Inc. 2025 Stock Option and Incentive Plan (the "2025 Plan")) or (iii) certain qualifying terminations of service. |
| (4) | Effective on the Repricing Date, the Issuer's board of directors approved an option repricing. All of the other terms of the options remain unchanged. Such transactions were exempt pursuant to Rule 16b-6(d) and Rule 16b-3 of the Exchange Act, as applicable. |
| (5) | This stock option award was issued pursuant to the 2025 Plan, and becomes exercisable in accordance with the vesting schedule specified in the award agreement and as previously reported on the applicable Form 4, subject to the Reporting Person's continued service with the Issuer as of the applicable vesting date. |