Bancel Stephane 4

4 · Generate Biomedicines, Inc. · Filed Mar 2, 2026

AI-generated summary of this filing

Updated Mar 2, 2026

Generate Biomedicines (GENB) Director Stephane Bancel Converts Shares

What Happened

Stephane Bancel, a director of Generate Biomedicines (GENB), reported derivative transactions tied to the company's IPO. On March 2, 2026 he recorded conversions of derivative securities into common stock (acquired 724,160 shares; disposed 1,100,000 shares), and on February 26, 2026 he received a grant/award of 29,561 derivative shares. All transactions show $0.00 per share (non-cash conversions/awards); one conversion is reported as a disposition rather than a cash sale.

Key Details

Transaction dates and prices:
- Feb 26, 2026: Award/grant (A) of 29,561 shares @ $0.00 (derivative)
- Mar 2, 2026: Conversion of derivative security (C) — acquired 724,160 shares @ N/A / $0.00
- Mar 2, 2026: Conversion of derivative security (C) — disposed 1,100,000 shares @ $0.00
Shares owned after transaction: not specified in the provided Form 4 details.
Footnotes of note:
- F1: Series A Preferred automatically converted into common on a 1-for-1.5190 basis upon the IPO closing on March 2, 2026.
- F2: Some shares are held by OCHA LLC (Bancel is controlling unit holder); he disclaims beneficial ownership except to the extent of any pecuniary interest.
- F3: The 29,561-share grant relates to an option whose underlying shares vest in full on Feb 19, 2027, subject to continued service.
Filing: Report filed March 2, 2026 for transactions on/through March 2 — filing does not indicate lateness.

Context

The $0.00 prices and the F1 note indicate these were corporate conversions/awards tied to the IPO (non-cash). Conversion (code C) means derivative securities (e.g., Series A preferred) were converted into common stock; a reported "disposed" conversion does not necessarily mean a market sale for cash.
The 29,561-share award is derivative and subject to vesting (Feb 19, 2027). The OCHA LLC footnote clarifies an entity relationship and a disclaimer of beneficial ownership for some holdings.
No 10b5‑1 plan, tax‑withholding, or cash proceeds are reported in this filing.

Form 4

Period: 2026-02-26

Director

Transactions

Conversion
Common Stock
[F1][F2]
2026-03-02+724,160→ 724,160 total(indirect: By LLC)
Award
Stock Option (Right to Buy)
[F3]
2026-02-26+29,561→ 29,561 total
Exercise: $16.00Exp: 2036-02-25→ Common Stock (29,561 underlying)
Conversion
Series A Preferred Stock
[F1][F2]
2026-03-02−1,100,000→ 0 total(indirect: By LLC)
→ Common Stock (724,160 underlying)

Holdings

Footnotes (3)

[F1]Each share of Series A Preferred Stock automatically converted into shares of the Issuer's Common Stock on a one-for-1.5190 basis upon the closing of the Issuer's initial public offering on March 2, 2026. The Series A Preferred Stock had no expiration date.
[F2]Shares held by OCHA LLC, of which the Reporting Person is the controlling unit holder and sole managing member. The Reporting Person disclaims beneficial ownership of such shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that he is a beneficial owner of such shares for the purpose of Section 16 of the Exchange Act, or for any other purpose.
[F3]The shares underlying this option shall vest in full on February 19, 2027, subject to the Reporting Person's continued service on such vesting date.

Signature

/s/ Michael Wolf, Attorney-in-Fact|2026-03-02

1 file