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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*
Cavanagh Bethany J
(Last) (First) (Middle)
C/O BEAM THERAPEUTICS INC.
238 MAIN STREET
(Street)
CAMBRIDGE MA 02142
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/09/2024 		3. Issuer Name and Ticker or Trading Symbol
Beam Therapeutics Inc. [ BEAM ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
checkbox checked Officer (give title below) Other (specify below)
SVP, Finance and Treasurer
 5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
checkbox checked 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 42,720(1)(2) 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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) (3) 03/31/2031 Common Stock 8,542(4) 80.04 D
Stock Option (Right to Buy) (5) 08/31/2031 Common Stock 7,500 110.92 D
Stock Option (Right to Buy) (6) 01/31/2032 Common Stock 20,000 69.21 D
Stock Option (Right to Buy) (7) 01/31/2033 Common Stock 27,000 43.45 D
Stock Option (Right to Buy) (8) 01/31/2034 Common Stock 20,000 24.4 D
Explanation of Responses:
1. Includes 1,250, 1,875, 5,000, 10,125, 9,500 and 10,000 restricted stock units ("RSUs") granted to the Reporting Person under the Issuer's 2019 Equity Incentive Plan on March 31, 2021, September 30, 2021, March 31, 2022, March 31, 2023, December 31, 2023, and March, 31, 2024, respectively.
2. Each RSU represents the contingent right to receive one share of the Issuer's common stock. The March 31, 2021, September 30, 2021, March 31, 2022, March 31, 2023 and March 31, 2024 RSUs vest in four substantially equal installments on each of the first four anniversaries of the date of grant, subject to the Reporting Person's continued service with the Issuer through each vesting date. The December 31, 2023 RSUs grant vests on the one-year anniversary of the grant date, subject to the Reporting Person's continued service with the Issuer through the vesting date. The March 31, 2021 RSUs grant was originally for 5,000 RSUs of which 3,750 have already vested. The September 30, 2021 RSUs grant was originally for 3,750 RSUs of which 1,875 RSUs have already vested. The March 31, 2022 RSUs grant was originally for 10,000 RSUs of which 5,000 RSUs have already vested. The March 31, 2023 RSUs grant was originally for 13,500 RSUs of which 3,375 RSUs have already vested.
3. The option vests at a rate of 2.08% each month after March 31, 2021 until the option is fully vested.
4. The option grant was originally for options to purchase 10,000 shares of the Issuer's common stock of which 1,458 have already been exercised.
5. The option vests at a rate of 2.08% each month after August 31, 2021 until the option is fully vested.
6. The option vests at a rate of 2.08% each month after January 31, 2022 until the option is fully vested.
7. The option vests at a rate of 2.08% each month after January 31, 2023 until the option is fully vested.
8. The option vests at a rate of 2.08% each month after January 31, 2024 until the option is fully vested.
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney
By: /s/ Christine Bellon, Attorney-in-Fact 08/19/2024
** 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.
EX-24

 

LIMITED POWER OF ATTORNEY

 

The undersigned hereby constitutes and appoints John Evans, Christine Bellon and Jonathan Mahlowitz, and each of them individually, with full power of substitution, as the undersigned’s true and lawful attorney-in-fact to:

 

1.
prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended, or any rule or regulation of the SEC;

 

2.
execute for and on behalf of the undersigned, in the undersigned’s capacity as officer and/or director of Beam Therapeutics Inc. (the “Company”), Forms 3, 4, 5 and any Schedules 13D or 13G in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder;

 

3.
do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Form 3, 4, or 5 or Schedule 13D or 13G, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

 

4.
take any other action of any type whatsoever in connection with the foregoing that, in the opinion of each 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 each 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 each such attorney-in-fact may approve in each 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 each such attorney-in-fact, or each 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 each foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, 5, and any Schedules 13D or 13G 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 each foregoing attorney-in-fact.


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IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 19th day of August, 2024.

 

 

/s/ Bethany J Cavanagh

 

Name: Bethany J Cavanagh

 

Signature Page to Limited Power of Attorney