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*
Chambers Michael Andrew

(Last) (First) (Middle)
215 FIRST STREET SUITE 415

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Sarepta Therapeutics, Inc. [ SRPT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/13/2022
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
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)
Code V Amount (A) or (D) Price
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Convertible Senior Notes $141.97 09/13/2022(1) A(1) $20,000,000 (2) (2) Common Stock 140,879(2) $20,000,000 $20,000,000 I By Revocable Trust
Explanation of Responses:
1. On September 13, 2022, the Reporting Person and the Company entered into a purchase agreement related to a purchase by the Reporting Person of $20,000,000 in aggregate principal amount of the Company's 1.25% Convertible Senior Notes due 2027 (the "2027 Notes") in a private placement from the Company. The private placement is expected to close on September 16, 2022, subject to customary closing conditions.
2. The 2027 Notes are convertible at the election of the holder at any time prior to the close of business on the business day immediately preceding March 15, 2027, provided that certain convertibility conditions are met. On or after March 15, 2027 until the close of business on the second scheduled trading day immediately preceding the maturity date (September 15, 2027), holders may convert their notes at any time, regardless of the foregoing circumstances. Any conversion of the 2027 Notes may be settled in shares of Common Stock, cash or a combination of cash and shares of Common Stock at the Company's election.
Remarks:
/s/ Ryan Brown, as Attorney-in-Fact for Michael Andrew Chambers 09/14/2022
** 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 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).
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