02/02/2026 | Press release | Distributed by Public on 02/02/2026 19:10
|
FORM 4
|
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 |
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||||||||||||||||||||
| 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) | ||
|
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) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Stock Units | (1) | 01/29/2026 | M | 54,925 | (5) | (5) | Common Stock | 54,925 | $ 0 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $6.6 | 01/29/2026 | A | 170,000 | (6) | 01/29/2036 | Common Stock | 170,000 | $ 0 | 170,000 | D | ||||
| Restricted Stock Units | (2) | 01/29/2026 | A | 85,000 | (7) | (7) | Common Stock | 85,000 | $ 0 | 85,000 | D | ||||
| Restricted Stock Units | (2) | 01/31/2026 | M | 24,675 | (8) | (8) | Common Stock | 24,675 | $ 0 | 74,025 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
|
Herzich Paul C/O SOLID BIOSCIENCES INC. 500 RUTHERFORD AVENUE, THIRD FLOOR CHARLESTOWN, MA 02129 |
Chief Technology Officer | |||
| /s/ Kimberly Cornwell as attorney-in-fact for Paul Herzich | 02/02/2026 | |
| **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) | Each performance stock unit ("PSUs") converts to common stock on a one-for-one basis. |
| (2) | Each restricted stock unit ("RSUs") converts to common stock on a one-for-one basis. |
| (3) | This sale was made to cover withholding taxes following the vesting of previously granted PSUs pursuant to a durable automatic sale instruction letter adopted by Mr. Herzich on August 16, 2024 effecting the sell-to-cover election. The sale does not represent a discretionary trade by Mr. Herzich. |
| (4) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.295 to $6.580, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (4) to this Form. |
| (5) | The PSUs were granted on June 11, 2024 and provide for the vesting of 25% of the target number of underlying RSUs granted upon the achievement of each of four independent performance milestones predetermined by the Board ("Performance Milestones"), subject to the grantee's continued service with the Company (the "Approval Conditions"). The Performance Milestones are tied to the achievement of certain business objectives, as certified by the Board on specified evaluation dates, and are non-market and non-financial in nature. The performance criteria specified for the first Performance Milestone was determined to be met on January 29, 2026 (the "2026 Grant Date") resulting in the vesting of the PSUs as to 25% of the underlying shares. |
| (6) | This option was granted on the 2026 Grant Date and vests over four years, with 25% of the original number of shares vesting on the first anniversary of the 2026 Grant Date and 2.0833% of the original number of shares monthly thereafter until the fourth such anniversary. |
| (7) | The RSUs were granted on the 2026 Grant Date and vest over four years, with 25% of the original number of shares vesting on each anniversary of the 2026 Grant Date until the fourth such anniversary. |
| (8) | On January 31, 2025 (the "2025 Grant Date"), the reporting person was granted 98,700 RSUs, with 25% of the original number of shares vesting on each anniversary of the 2025 Grant Date until the fourth such anniversary. |