SEC Filing - MiNK Therapeutics

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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Buell Jennifer

(Last)

(First)

(Middle)

149 FIFTH AVENUE, SUITE 500

(Street)

NEW YORK

10010

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MiNK Therapeutics, Inc. [ INKT ]

5. 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

3. Date of Earliest Transaction (Month/Day/Year)
10/11/2023

4. 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

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/11/2023		J⁽¹⁾		695,750	D	⁽¹⁾	232,165	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽²⁾	10/11/2023		A			695,750	⁽²⁾	⁽²⁾	Common Stock	695,750	$0.00	0	D

Explanation of Responses:

1. Dr. Jennifer Buell was awarded Restricted Stock Units ("RSUs") which corresponded to 695,750 shares of MiNK Therapeutics, Inc. ("Company") common stock ("Common Stock"). These RSUs, tied to the Company's Initial Public Offering ("IPO"), vested on September 27, 2023. Dr. Buell previously reported on Form 4s the receipt of such shares of Common Stock (the "RSU Shares") and subsequent sales of shares of Common Stock to cover Federal, state and local tax withholding requirements. However, the Company and Dr. Buell agreed that it is in the best interests of the Company and its stockholders for Dr. Buell to forfeit that award in lieu of a new award that will vest over a period of five years (see Explanation of Responses #2). Therefore Dr. Buell is returning the RSU Shares to the Company. Dr Buell has thus made the Company whole for the forfeited award by returning 695,750 shares of Company Common Stock to the Company on October 11, 2023 for no consideration.

2. On October 11, 2023, in alignment with the Company's 2021 Equity Incentive Plan, Dr. Buell received a grant of 695,750 RSUs. This new grant serves as a replacement for the RSUs initially awarded during the Company's IPO, which Dr. Buell forfeited and returned to the Company on October 11, 2023. These newly granted RSUs will vest over a five-year period, with one-third of the restricted stock units vesting on each of the third, fourth and fifth anniversaries of the grant date.

	By: /s/ Christine Klaskin, Attorney-in-Fact for Jennifer S. Buell	10/13/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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