Sec Form 3 Filing - Meswani Parag V @ Sio Gene Therapies Inc. - 2022-01-28

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 Meswani Parag V 2. Issuer Name and Ticker or Trading Symbol Sio Gene Therapies Inc. [ SIOX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Commercial Officer (Last) (First) (Middle) C/O SIO GENE THERAPIES INC., 130 W. 42ND ST., 26TH FL. 3. Date of Earliest Transaction (MM/DD/YY) 01/28/2022 (Street) NEW YORK, NY10036 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 33,733 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 Stock Option (Right to Buy) $ 9.2 ( 1 ) 12/16/2028 Common Stock 15,625 D Stock Option (Right to Buy) $ 9.2 ( 2 ) 12/16/2028 Common Stock 15,625 D Stock Option (Right to Buy) $ 8.48 ( 3 ) 04/14/2029 Common Stock 20,875 D Stock Option (Right to Buy) $ 8.48 ( 4 ) 04/14/2029 Common Stock 12,500 D Restricted Stock Units ( 6 ) ( 5 ) ( 5 ) Common Stock 25,333 D Stock Option (Right to Buy) $ 5.63 ( 7 ) 10/04/2030 Common Stock 18,075 D Restricted Stock Units ( 6 ) ( 8 ) ( 8 ) Common Stock 8,033 D Stock Option (Right to Buy) $ 2.47 ( 9 ) 04/14/2031 Common Stock 219,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Meswani Parag V C/O SIO GENE THERAPIES INC. 130 W. 42ND ST., 26TH FL. NEW YORK, NY10036 Chief Commercial Officer Signatures /s/ David Nassif, Attorney-in-Fact 02/07/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The option vested or vests, as applicable, over a period of four years with 25% of the shares of common stock underlying the option vested on November 26, 2019, and the remainder vested or vesting, as applicable, in 12 equal quarterly installments thereafter, subject to Reporting Person providing continuous service to the Issuer through each such date. ( 2 )One-third of the option will vest at such time as the Issuer's 30-day trailing volume weighted average closing stock price ("30-day VWAP") is equal to $24.00; one-third of the option will vest at such time as the Issuer's 30-day VWAP stock price is equal to $40.00; and one-third of the option will vest at such time as the Issuer's 30-day VWAP stock price is equal to $56.00, in each case subject to the Reporting Person providing continuous service to the Issuer through each such date. ( 3 )The option vested or vests, as applicable, over a period of four years with 25% of the shares of common stock underlying the option vested on April 15, 2020, and the remainder vested or vesting, as applicable, in 12 equal quarterly installments thereafter, subject to Reporting Person providing continuous service to the Issuer through each such date. ( 4 )One-third of the option will vest at such time as the Issuer's 30-day trailing volume weighted average closing stock price ("30-day VWAP") is equal to $16.96; one-third of the option will vest at such time as the Issuer's 30-day VWAP stock price is equal to $33.92; and one-third of the option will vest at such time as the Issuer's 30-day VWAP stock price is equal to $50.88, in each case subject to the Reporting Person providing continuous service to the Issuer through each such date. ( 5 )One-half of the restricted stock unit shall vest on April 15, 2022 and April 15, 2023, subject to the Reporting Person providing continuous service to the Issuer through each such date. ( 6 )Each restricted stock unit represents the right to receive one share of the Issuer's common stock. ( 7 )The option vested or vests, as applicable, over a period of four years with 25% of the shares of common stock underlying the option vested on October 5, 2021, and the remainder vested or vesting, as applicable, in 12 equal quarterly installments thereafter, subject to Reporting Person providing continuous service to the Issuer through each such date. ( 8 )One-half of the restricted stock unit shall vest on October 5, 2022 and October 5, 2023, subject to the Reporting Person providing continuous service to the Issuer through each such date. ( 9 )The option vests over a period of three years with one-third of the shares of common stock underlying the option vesting on April 15, 2022 and the remainder vesting in 8 equal quarterly installments thereafter, subject to the Reporting Person providing continuous service to the Issuer through each such date. The option allows for early exercise, subject to the Issuer's repurchase option with respect to any unvested shares of common stock.

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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