Sec Form 3 Filing - Wood Joan @ Sarepta Therapeutics, Inc. - 2016-09-20

FORM 3 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 Wood Joan 2. Issuer Name and Ticker or Trading Symbol Sarepta Therapeutics, Inc. [ SRPT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) VP, Human Resources (Last) (First) (Middle) 215 FIRST STREET, SUITE 415 3. Date of Earliest Transaction (MM/DD/YY) 09/20/2016 (Street) CAMBRIDGE, MA02142 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 14,926 ( 1 ) ( 2 ) ( 3 ) 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 Incentive Stock Option (right to buy) $ 13.71 02/28/2017( 4 ) 02/28/2026 Common Stock 15,279 D Incentive Stock Option (right to buy) $ 13.71 02/28/2017( 5 ) 02/28/2026 Common Stock 14,793 D Non-Qualified Stock Option (right to buy) $ 13.71 02/28/2017( 4 ) 02/28/2026 Common Stock 4,721 D Non-Qualified Stock Option (right to buy) $ 13.71 02/28/2017( 5 ) 02/28/2026 Common Stock 5,207 D Non-Qualified Stock Option (right to buy) $ 15.04 05/11/2016( 6 ) 05/11/2025 Common Stock 58,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Wood Joan 215 FIRST STREET SUITE 415 CAMBRIDGE, MA02142 VP, Human Resources Signatures /s/David Tyronne Howton, as Attorney-in-Fact for Joan Wood 09/30/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 13,125 Restricted Stock Awards vest upon the Company exceeding $80 million in total revenue reported in publicly released GAAP financials, in any fiscal quarter between grant date and June 30, 2018, with an additional 3,825 RSAs vesting during the same period if the total revenue reported in the publicly released GAAP financials exceeds $100 million. The Company will withhold the shares to satisfy the executive's tax obligation upon vesting. ( 2 )Includes 342 Restricted Stock Awards granted on September 19, 2016 which vests 100% six months from the date of grant. The Company will withhold the shares to satisfy the executive's tax obligation upon vesting. ( 3 )Includes shares acquired under the Sarepta Therapeutics, Inc. 2013 Employee Stock Purchase Plan, 800 shares were acquired at a price of $11.4665. ( 4 )Half of the options begin vesting in the event the FDA provides marketing approval for eteplirsen as of the applicable PDUFA date and the other half of the options begin vesting in the event Sarepta files a Marketing Authorization Application with the EMEA prior to December 31, 2016. Vesting of the options allocated to the achievement of each goal is as follows: (i) 50% of the options allocated to the achieved goal vests immediately upon achievement of the performance condition (25% of the total Performance-Based Options granted) and (ii) the remaining 50% of the options allocated to the achieved goal (25% of the total Performance-Based Options granted) vests over four years with 25% of these remaining options vesting on the first year anniversary of the grant date and 1/48th of these remaining options vesting monthly thereafter. ( 5 )25% of the option granted vests and is exercisable on the first anniversary of the date of grant and 1/48th of the total granted option will vest and become exercisable on each monthly anniversary thereafter, such that the option will be fully vested and exercisable on the fourth anniversary of the date of grant. ( 6 )This option is exercisable at the rate of 25% of the shares on the first anniversary of hire and 1/48th of the total granted shares on each monthly anniversary thereafter, such that the option will be fully exercisable on the fourth anniversary of hire.

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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