Sec Form 3 Filing - Wright Christopher I @ Cyclerion Therapeutics, Inc. - 2020-12-16

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 Wright Christopher I 2. Issuer Name and Ticker or Trading Symbol Cyclerion Therapeutics, Inc. [ [CYCN]] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Medical Officer (Last) (First) (Middle) C/O CYCLERION THERAPEUTICS, INC., 301 BINNEY STREET 3. Date of Earliest Transaction (MM/DD/YY) 12/16/2020 (Street) CAMBRIDGE, MA02142 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 17,009 D Common Stock 28,356 ( 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 Employee Stock Option (Right to Buy) $ 14.21 ( 2 ) 01/29/2029 Common Stock 28,663 ( 2 ) D Employee Stock Option (Right to Buy) $ 16.02 ( 2 ) 02/21/2028 Common Stock 24,584 ( 2 ) D Employee Stock Option (Right to Buy) $ 18.04 ( 2 ) 05/01/2027 Common Stock 35,068 ( 2 ) D Employee Stock Option (Right to Buy) $ 14.21 ( 3 ) 01/29/2029 Common Stock 35,244 ( 6 ) D Employee Stock Option (Right to Buy) $ 16.02 ( 4 ) 02/21/2028 Common Stock 14,760 ( 6 ) D Employee Stock Option (Right to Buy) $ 18.04 ( 5 ) 05/01/2027 Common Stock 5,961 ( 6 ) D Employee Stock Option (Right to Buy) $ 10.1 ( 7 ) 09/06/2029 Common Stock 23,437 D Employee Stock Option (Right to Buy) $ 10.1 ( 8 ) 09/06/2029 Common Stock 51,563 D Employee Stock Option (Right to Buy) $ 2.01 ( 9 ) 11/22/2029 Common Stock 75,000 D Employee Stock Option (Right to Buy) $ 2.48 ( 7 ) 11/04/2030 Common Stock 1,562 D Employee Stock Option (Right to Buy) $ 2.48 ( 10 ) 11/04/2030 Common Stock 73,438 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Wright Christopher I C/O CYCLERION THERAPEUTICS, INC. 301 BINNEY STREET CAMBRIDGE, MA02142 Chief Medical Officer Signatures /s/ David Slatcher As Attorney-in-Fact for Chris Wright 12/30/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Consists of shares underlying unvested restricted stock units ("RSUs"), each representing the right to receive one share of Com mon Stock, granted on April 1, 2019, and received as a result of the equitable adjustment of outstanding RSUs held prior to the spin-off of the Issuer from its predecessor, effective April 1, 2019 (the "Separation"), of which 25,376 shares vest ratably on February 24, 2021, February 24, 2022 and February 23, 2023 and 2,980 vest on May 20,2021. ( 2 )These stock options are fully exercisable and were granted by the Issuer's predecessor and were equitably adjusted into stock options of the Issuer pursuant to the Separation. ( 3 )These stock options vest and becomes exercisable ratably on the first day of each month until and including January 1, 2023. ( 4 )These stock options vest and becomes exercisable ratably on the first day of each month until and including January 1, 2022. ( 5 )These stock options vest and becomes exercisable ratably on the third day of each month until and including April 3, 2021. ( 6 )These stock options were granted by the Issuer's predecessor and were equitably adjusted into stock options of the Issuer pursuant to the Separation. ( 7 )These stock options were issued under the Issuer's 2019 Equity Incentive Plan (the "Plan") and are fully exercisable. ( 8 )These stock options vest and become exercisable ratably on the sixth day of each month until and including September 6, 2023. ( 9 )These stock options will vest and become exercisable upon the attainment of both performance-based and service-based hurdles, as follows: (i) 20% of the shares subject to the option, if the average closing price of the common stock reported by Nasdaq for any thirty (30) consecutive trading days equals or exceeds $10; plus an additional (ii) 40% of the shares, if the average closing price equals or exceeds $20; plus an additional (iii) 40% of the shares, if the average closing price equals or exceeds $30; in each case, subject to the continuous employment or service through the later of the date that the performance hurdles set forth above are attained (but no later than December 31, 2024) and December 31, 2021. To the extent unvested as of December 31, 2024, all of these performance-based options will be cancelled. ( 10 )These stock options vest and are exercisable ratably on the fourth day of each month until and including November 4, 2024.

Remarks: Exhibit 24 - Power of Attorney

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