Sec Form 4 Filing - Seelenberger Alexander A. @ Vincerx Pharma, Inc. - 2024-08-12

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Seelenberger Alexander A. 2. Issuer Name and Ticker or Trading Symbol Vincerx Pharma, Inc. [ VINC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) 260 SHERIDAN AVENUE, SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 08/12/2024 (Street) PALO ALTO, CA94306 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Stock Option (right to buy) $ 19 08/12/2024 D( 1 ) 200,000 ( 2 ) 12/22/2030 Common Stock 200,000 ( 1 ) 0 D Stock Option (right to buy) $ 0.55 08/12/2024 A( 1 ) 200,000 ( 2 ) 12/22/2030 Common Stock 200,000 ( 1 ) 200,000 D Stock Option (right to buy) $ 6.26 08/12/2024 D( 1 ) 55,250 ( 3 ) 02/13/2032 Common Stock 55,250 ( 1 ) 0 D Stock Option (right to buy) $ 0.55 08/12/2024 A( 1 ) 55,250 ( 3 ) 02/13/2032 Common Stock 55,250 ( 1 ) 55,250 D Stock Option (right to buy) $ 1.71 08/12/2024 D( 1 ) 58,000 ( 4 ) 08/24/2032 Common Stock 58,000 ( 1 ) 0 D Stock Option (right to buy) $ 0.55 08/12/2024 A( 1 ) 58,000 ( 4 ) 08/24/2032 Common Stock 58,000 ( 1 ) 58,000 D Stock Option (right to buy) $ 0.82 08/12/2024 D( 1 ) 56,000 ( 5 ) 11/14/2032 Common Stock 56,000 ( 1 ) 0 D Stock Option (right to buy) $ 0.55 08/12/2024 A( 1 ) 56,000 ( 5 ) 11/14/2032 Common Stock 56,000 ( 1 ) 56,000 D Stock Option (right to buy) $ 1.17 08/12/2024 D( 1 ) 86,000 ( 6 ) 02/14/2033 Common Stock 86,000 ( 1 ) 0 D Stock Option (right to buy) $ 0.55 08/12/2024 A( 1 ) 86,000 ( 6 ) 02/14/2033 Common Stock 86,000 ( 1 ) 86,000 D Stock Option (right to buy) $ 7.38 08/12/2024 D( 1 ) 93,750 ( 7 ) 03/06/2034 Common Stock 93,750 ( 1 ) 0 D Stock Option (right to buy) $ 0.55 08/12/2024 A( 1 ) 93,750 ( 7 ) 03/06/2034 Common Stock 93,750 ( 1 ) 93,750 D Stock Option (right to buy) $ 7.38 08/12/2024 D( 1 ) 31,250 ( 7 ) 03/06/2034 Common Stock 31,250 ( 1 ) 0 D Stock Option (right to buy) $ 0.55 08/12/2024 A( 1 ) 31,250 ( 7 ) 03/06/2034 Common Stock 31,250 ( 1 ) 125,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Seelenberger Alexander A. 260 SHERIDAN AVENUE, SUITE 400 PALO ALTO, CA94306 Chief Financial Officer Signatures By: /s/ Alexander A. Seelenberger 08/14/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On August 12, 2024, the stockholders of the Issuer approved the repricing of certain outstanding options to purchase common stock (the "Repriced Options"), with the new exercise price being the closing price of the Issuer's common stock on the Nasdaq Capital Market on August 12, 2024, rounded up to the nearest penny (the "Repricing"). There is no change to the number of shares underlying the Repriced Options or the vesting schedule or expiration dates of the Repriced Options. The Repricing was approved by the Board of Directors of the Issuer on June 26, 2024, based on the recommendation of the Compensation Committee of the Board of Directors. ( 2 )Option vests over two years, with 1/3 of the shares vesting on December 23, 2020, and 1/36th of the shares vesting monthly thereafter. ( 3 )Option vests over three years, with 1/3 of the shares vesting on December 23, 2022, and 1/36th of the shares vesting monthly thereafter. ( 4 )Option vests in twenty-four equal monthly installments starting from August 25, 2022. ( 5 )Option vests in twenty-four equal monthly installments starting from November 15, 2022. ( 6 )Option vests in twenty-four equal monthly installments starting from February 15, 2023. ( 7 )One-third (1/3) vests on March 7, 2025, with the remainder vesting in twenty-four equal monthly installments thereafter.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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