Sec Form 3 Filing - Swartz Robin @ Voyager Therapeutics, Inc. - 2022-02-07

Insider filing report for Changes in Beneficial Ownership
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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
Swartz Robin
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)
Chief Operating Officer
(Last) (First) (Middle)
C/O VOYAGER THERAPEUTICS, INC.,, 75 SIDNEY STREET
3. Date of Earliest Transaction (MM/DD/YY)
02/07/2022
(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 58,000( 1 ) 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) $ 8.43 ( 2 ) 01/11/2031 Common Stock 76,500 D
Stock Option (Right to Buy) $ 2.85 ( 3 ) 01/13/2032 Common Stock 120,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Swartz Robin
C/O VOYAGER THERAPEUTICS, INC.,
75 SIDNEY STREET
CAMBRIDGE, MA02139
Chief Operating Officer
Signatures
/s/ Robert Hesslein, as Attorney-in-Fact for Robin Swartz 02/09/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes shares of common stock issuable under restricted stock units ("RSUs") awarded to the Reporting Person pursuant to the Voyager Therapeutics, Inc. 2015 Stock Option and Incentive Plan (the "2015 Plan") and shares of common stock issuable under RSUs awarded to the Reporting Person, not pursuant to any pre-existing equity plan of Voyager Therapeutics, Inc. (the "Company"), as an inducement material to the Reporting Person's commencement of employment with the Company in accordance with Nasdaq Stock Market Listing Rule 5635(c)(4). The RSUs vest periodically, and each RSU represents the right to receive one share of common stock upon vesting.
( 2 )This stock option was issued, not pursuant to any pre-existing equity plan of the Company, as an inducement material to the Reporting Person's commencement of employment with the Company in accordance with Nasdaq Stock Market Listing Rule 5635(c)(4). The vesting commencement date of the option is the grant date, January 11, 2021. The option vests over four years, with 1/4th of the shares of common stock underlying the option vesting upon the one-year anniversary of such vesting commencement date and an additional 1/48th of the shares of common stock underlying the option vesting at the end of each successive one-month period thereafter, subject to the Reporting Person's continued service.
( 3 )This stock option was issued pursuant to the 2015 Plan. The vesting commencement date of the option is the grant date, January 13, 2022. The option vests over four years, with 1/48th of the shares of common stock underlying the option vesting upon the one-month anniversary of such vesting commencement date and an additional 1/48th of the shares of common stock underlying the option vesting at the end of each successive one-month period thereafter, subject to the Reporting Person's continued service.

Remarks:
Exhibit 24.1: Limited Power of Attorney

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