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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Evans John M.
2. Issuer Name and Ticker or Trading Symbol

Beam Therapeutics Inc. [ BEAM ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
CEO
(Last)          (First)          (Middle)

C/O BEAM THERAPEUTICS INC., 238 MAIN STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

1/31/2022
(Street)

CAMBRIDGE, MA 02142
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

7/7/2021 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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         980825 (1)D  
Common Stock 11/16/2021  G  V 12000 D$0.00 968825 D  
Common Stock 1/31/2022  S(2)  801 D$63.79 (3)968024 D  
Common Stock 1/31/2022  S(2)  2172 D$64.47 (4)965852 D  
Common Stock 1/31/2022  S(2)  3177 D$65.49 (5)962675 D  
Common Stock 1/31/2022  S(2)  6337 D$66.55 (6)956338 D  
Common Stock 1/31/2022  S(2)  13535 D$67.44 (7)942803 D  
Common Stock 1/31/2022  S(2)  3978 D$68.15 (8)938825 D  
Common Stock 1/31/2022  M  100000 A$1.03 1038825 D  
Common Stock 1/31/2022  S(2)  300 D$63.45 (9)182700 I By John M. Evans, III 2018 Irrevocable Trust 
Common Stock 1/31/2022  S(2)  1615 D$64.46 (10)181085 I By John M. Evans, III 2018 Irrevocable Trust 
Common Stock 1/31/2022  S(2)  1900 D$65.55 (11)179185 I By John M. Evans, III 2018 Irrevocable Trust 
Common Stock 1/31/2022  S(2)  4105 D$66.48 (12)175080 I By John M. Evans, III 2018 Irrevocable Trust 
Common Stock 1/31/2022  S(2)  9408 D$67.43 (13)165672 I By John M. Evans, III 2018 Irrevocable Trust 
Common Stock 1/31/2022  S(2)  2672 D$68.16 (14)163000 I By John M. Evans, III 2018 Irrevocable Trust 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy) $1.03            (15)7/13/2028 Common Stock  (1) 384345 (1)D  
Stock Option (Right to Buy) $1.03 1/31/2022  M     100000   (15)7/13/2028 Common Stock 100000 $0.00 284345 D  
Stock Option (Right to Buy) $69.21 1/31/2022  A   112500     (16)1/31/2032 Common Stock 112500 $0.00 112500 D  

Explanation of Responses:
(1) On each of July 7, 2021 and October 6, 2021, the reporting person filed a Form 4 which inadvertently reported an exercise of stock options in connection with certain sales of common stock. In fact, the reporting person did not exercise any stock options in connection with the sales reported on such Forms 4. Accordingly, the first line of each of Tables 1 and 2 of this Form 4 reflects the corrected number of securities beneficially owned by the reporting person prior to the transactions reported herein.
(2) The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan. The sale price reported is a weighted average price. The reporting person undertakes to provide to Beam Therapeutics Inc. ("BEAM"), any security holder of BEAM or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.
(3) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $63.60 to $63.96, inclusive.
(4) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $64.21 to $64.50, inclusive.
(5) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $65.20 to $65.99, inclusive.
(6) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $66.09 to $66.94, inclusive.
(7) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $67.00 to $67.99, inclusive.
(8) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $68.00 to $68.60, inclusive.
(9) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $63.26 to $63.58, inclusive.
(10) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $64.17 to $64.50, inclusive.
(11) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $65.20 to $65.99, inclusive.
(12) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $66.00 to $66.94, inclusive.
(13) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $67.00 to $67.99, inclusive.
(14) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $68.00 to $68.60, inclusive.
(15) The option vests as to 25% on the first anniversary of the of the vesting commencement date, January 8, 2018, and at a rate of 2.78% each month thereafter until the option is fully vested.
(16) The option vests in equal monthly installments each month following the date of grant for the subsequent 48 months, subject to the reporting person's continued service with BEAM through each vesting date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Evans John M.
C/O BEAM THERAPEUTICS INC.
238 MAIN STREET
CAMBRIDGE, MA 02142
X
CEO

Signatures
By: /s/ Christine Bellon, Attorney-in-fact2/2/2022
**Signature of Reporting PersonDate

Beam Therapeutics (NASDAQ:BEAM)
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