Sec Form 4 Filing - O'Dowd Hugh @ Neon Therapeutics, Inc. - 2020-05-06

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 O'Dowd Hugh 2. Issuer Name and Ticker or Trading Symbol Neon Therapeutics, Inc. [ NTGN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President & CEO (Last) (First) (Middle) C/O NEON THERAPEUTICS, INC., 40 ERIE STREET, SUITE 110 3. Date of Earliest Transaction (MM/DD/YY) 05/06/2020 (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 05/06/2020 D( 1 ) 776,085 D 0 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) $ 10.2 05/06/2020 D 208,062 ( 2 ) ( 2 ) Common Stock 208,062 ( 2 ) 0 D Stock Option (Right to Buy) $ 6.13 05/06/2020 D 200,000 ( 2 ) ( 2 ) Common Stock 200,000 ( 2 ) 0 D Stock Option (Right to Buy) $ 2.65 05/06/2020 D 354,632 ( 3 ) ( 3 ) Common Stock 354,632 ( 3 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other O'Dowd Hugh C/O NEON THERAPEUTICS, INC. 40 ERIE STREET, SUITE 110 CAMBRIDGE, MA02139 X President & CEO Signatures /s/ Jolie M. Siegel, attorney-in-fact 05/06/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 15, 2020, by and among the Issuer, BioNTech SE ("BioNTech"), and Endor Lights, Inc. a direct wholly owned subsidiary of BioNTech ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer (the "Merger") effective as of May 6, 2020 (the "Effective Time"). Immediately prior to the Effective Time, each issued and outstanding share of common stock of the Issuer (each, a "Share") was cancelled and converted into the right to receive 0.063 (the "Exchange Ratio") of American Depositary Shares of BioNTech ("BioNTech ADS") plus the right, if any, to receive cash in lieu of fractional shares of BioNTech ADSs into which such Shares would have been converted. This number includes 306,667 restricted stock units (each, an "RSU") held by the Reporting Person. ( 2 )Pursuant to the Merger Agreement, at the Effective Time, these options were cancelled for no consideration because these options had an exercise price per Share that was equal to or greater than the product of the volume weighted average price of one BioNTech ADS for the ten trading days immediately prior to the second business day prior to the day of the closing of the Merger, starting with the opening of trading on the first trading day to the closing of the second to last trading day prior to the day of the closing of the Merger, as reported by Bloomberg, multiplied by the Exchange Ratio (the "Cash Merger Consideration"). ( 3 )Pursuant to the Merger Agreement, at the Effective Time, each option which was outstanding immediately prior to the Effective Time (whether or not then vested or exercisable) was cancelled and converted automatically into the right to receive, as soon as reasonably practicable after the Effective Time (but no later than ten business days thereafter), a cash payment in an amount equal to the product of (i) the total number of Shares subject to such option immediately prior to such cancellation and (ii) the excess, if any, of the Cash Merger Consideration over the exercise price per Share subject to such option immediately prior to such cancellation.

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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