Sec Form 4 Filing - Chakraborty Tirtha @ Vor Biopharma Inc. - 2025-02-03

Insider filing report for Changes in Beneficial Ownership
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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
Chakraborty Tirtha
2. Issuer Name and Ticker or Trading Symbol
Vor Biopharma Inc. [ VOR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CHIEF SCIENTIFIC OFFICER
(Last) (First) (Middle)
C/O VOR BIOPHARMA INC., 100 CAMBRIDGEPARK DRIVE, SUITE 101
3. Date of Earliest Transaction (MM/DD/YY)
02/03/2025
(Street)
CAMBRIDGE, MA02140
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
Common Stock 02/03/2025 F 1,163 ( 1 ) D $ 1.34 168,772 D
Common Stock 02/03/2025 A 52,500 ( 2 ) A $ 0 221,272 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 (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
Employee Stock Option (right to buy) $ 1.36 02/03/2025 D( 3 ) 28,800 ( 4 ) 09/24/2029 Common Stock 28,800 $ 0 0 D
Employee Stock Option (right to buy) $ 1.34 ( 5 ) 02/03/2025 A( 3 ) 28,800 ( 4 ) 09/24/2029 Common Stock 28,800 $ 0 28,800 D
Employee Stock Option (right to buy) $ 2.18 02/03/2025 D( 3 ) 24,410 ( 4 ) 03/09/2030 Common Stock 24,410 $ 0 0 D
Employee Stock Option (right to buy) $ 1.34 ( 5 ) 02/03/2025 A( 3 ) 24,410 ( 4 ) 03/09/2030 Common Stock 24,410 $ 0 24,410 D
Employee Stock Option (right to buy) $ 1.9 02/03/2025 D( 3 ) 70,656 ( 4 ) 08/20/2030 Common Stock 70,656 $ 0 0 D
Employee Stock Option (right to buy) $ 1.34 ( 5 ) 02/03/2025 A( 3 ) 70,656 ( 4 ) 08/20/2030 Common Stock 70,656 $ 0 70,656 D
Employee Stock Option (right to buy) $ 6.53 02/03/2025 D( 3 ) 121,323 ( 6 ) 11/17/2030 Common Stock 121,323 $ 0 0 D
Employee Stock Option (right to buy) $ 1.34 ( 5 ) 02/03/2025 A( 3 ) 121,323 ( 6 ) 11/17/2030 Common Stock 121,323 $ 0 121,323 D
Employee Stock Option (right to buy) $ 8.63 02/03/2025 D( 3 ) 101,000 ( 7 ) 01/31/2032 Common Stock 101,000 $ 0 0 D
Employee Stock Option (right to buy) $ 1.34 ( 5 ) 02/03/2025 A( 3 ) 101,000 ( 7 ) 01/31/2032 Common Stock 101,000 $ 0 101,000 D
Employee Stock Option (right to buy) $ 5.31 02/03/2025 D( 3 ) 76,000 ( 8 ) 08/31/2032 Common Stock 76,000 $ 0 0 D
Employee Stock Option (right to buy) $ 1.34 ( 5 ) 02/03/2025 A( 3 ) 76,000 ( 8 ) 08/31/2032 Common Stock 76,000 $ 0 76,000 D
Employee Stock Option (right to buy) $ 5.55 02/03/2025 D( 3 ) 95,500 ( 9 ) 02/05/2033 Common Stock 95,500 $ 0 0 D
Employee Stock Option (right to buy) $ 1.34 ( 5 ) 02/03/2025 A( 3 ) 95,500 ( 9 ) 02/05/2033 Common Stock 95,500 $ 0 95,500 D
Employee Stock Option (right to buy) $ 2.41 02/03/2025 D( 3 ) 107,500 ( 10 ) 01/28/2034 Common Stock 107,500 $ 0 0 D
Employee Stock Option (right to buy) $ 1.34 ( 5 ) 02/03/2025 A( 3 ) 107,500 ( 10 ) 01/28/2034 Common Stock 107,500 $ 0 107,500 D
Employee Stock Option (right to buy) $ 1.34 02/03/2025 A 315,000 ( 11 ) 02/02/2035 Common Stock 315,000 $ 0 315,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Chakraborty Tirtha
C/O VOR BIOPHARMA INC.
100 CAMBRIDGEPARK DRIVE, SUITE 101
CAMBRIDGE, MA02140
CHIEF SCIENTIFIC OFFICER
Signatures
/s/ Katie Kazem, Attorney-in-Fact 02/05/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares were withheld to satisfy the Reporting Person's tax withholding obligations in connection with the settlement of restricted stock units ("RSUs").
( 2 )Represents the number of shares underlying RSUs. Each RSU represents the contingent right to receive one share of common stock of the Issuer. The RSUs vest over four years in equal quarterly installments beginning on February 1, 2025, subject to the Reporting Person's continued service as of each such date.
( 3 )On February 3, 2025, pursuant to the terms of the Issuer's 2015 Stock Incentive Plan (the "2015 Plan"), 2021 Equity Incentive Plan (the "2021 Plan") and 2023 Inducement Plan (the "Inducement Plan"), the Issuer's Board of Directors approved a stock option award repricing, effective as of February 3, 2025 (the "Effective Date"). Except for the new exercise price (see footnote 5 below), all of the other terms of the stock option award remain unchanged. This transaction is exempt pursuant to Rule 16b-6(d) and Rule 16b-3 of the Exchange Act, as applicable.
( 4 )Immediately exercisable.
( 5 )The exercise price of the stock option award is $1.34 per share, representing the fair market value per share of the Issuer's Common Stock on the Effective Date. Under the terms of the stock option award repricing, a repriced stock option award will revert to its original exercise price if exercised during the Retention Period. The "Retention Period" commenced on the Effective Date and ends upon the earliest of (i) the date 12 months following the Effective Date; (ii) a Change in Control during the optionholder's Continuous Service (each as defined in the 2021 Plan or Inducement Plan, as applicable) with the Company or while the optionholder is an Eligible Participant (as defined in the 2015 Plan), as applicable; and (iii) 30 days prior to the option's original expiration date.
( 6 )The shares vested or shall vest and become exercisable in a series of 48 successive equal monthly installments beginning on December 16, 2020, in each case subject to the Reporting Person's continued service as of each such date.
( 7 )The shares vested or shall vest and become exercisable in a series of 48 successive equal monthly installments beginning on February 1, 2022, in each case subject to the Reporting Person's continued service as of each such date.
( 8 )The shares vested or shall vest and become exercisable in a series of 24 successive equal monthly installments beginning on October 1, 2022, in each case subject to the Reporting Person's continued service as of each such date.
( 9 )The shares vested or shall vest and become exercisable in a series of 48 successive equal monthly installments beginning on February 6, 2023, in each case subject to the Reporting Person's continued service as of each such date.
( 10 )The shares vested or shall vest and become exercisable in a series of 48 successive equal monthly installments beginning on February 1, 2024, in each case subject to the Reporting Person's continued service as of each such date.
( 11 )The shares shall vest and become exercisable in a series of 48 successive equal monthly installments beginning on February 1, 2025, in each case subject to the Reporting Person's continued service as of each such 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).
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