Sec Form 4 Filing - Hesslein Robert W. @ Voyager Therapeutics, Inc. - 2019-04-01

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
Hesslein Robert W.
2. Issuer Name and Ticker or Trading Symbol
Voyager Therapeutics, Inc. [ VYGR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Senior VP & General Counsel
(Last) (First) (Middle)
C/O VOYAGER THERAPEUTICS, INC.,, 75 SIDNEY STREET
3. Date of Earliest Transaction (MM/DD/YY)
04/01/2019
(Street)
CAMBRIDGE, MA02139
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 04/01/2019 A 28,125 ( 1 ) A $ 0 28,125 ( 2 ) 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) $ 19.79 04/01/2019 A 168,750 ( 1 ) ( 3 ) 04/01/2029 Common Stock 168,750 $ 0 168,750 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hesslein Robert W.
C/O VOYAGER THERAPEUTICS, INC.,
75 SIDNEY STREET
CAMBRIDGE, MA02139
Senior VP & General Counsel
Signatures
/s/ Allison Dorval, as Attorney-in-Fact for Robert W. Hesslein 04/03/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This equity award was not granted pursuant to any pre-existing equity incentive plan of Voyager Therapeutics, Inc. (the "Company"), but rather was granted as an inducement material to the Reporting Person entering into employment with the Company in accordance with Nasdaq Stock Market Listing Rule 5635(c)(4).
( 2 )Includes shares of common stock underlying one or more restricted stock unit ("RSU") awards. Each RSU represents the right to receive one share of common stock, par value $0.001 per share, of the Company (the "Common Stock") upon vesting, subject to the Reporting Person's continued employment by the Company and other terms and conditions set forth in the applicable RSU agreement. The RSU awards vest over three years, with 33.33% of the shares of Common Stock underlying the award vesting upon the one-year anniversary of the vesting commencement date (the "Vesting Commencement Date") of such award and the remainder vesting in equal annual installments thereafter. The Vesting Commencement Date of this RSU award is April 1, 2019.
( 3 )The Vesting Commencement Date of the option is April 1, 2019. The option vests over four years, with 25% of the shares of Common Stock underlying the option vesting upon the one-year anniversary of the Vesting Commencement Date and the remainder vesting in 36 equal monthly installments thereafter, subject to the Reporting Person's continued employment by the Company and other terms and conditions set forth in the applicable option agreement.

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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