Sec Form 3 Filing - Gjino Anjeza @ Cyclerion Therapeutics, Inc. - 2021-01-01

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Gjino Anjeza 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 Financial Officer (Last) (First) (Middle) C/O CYCLERION THERAPEUTICS, INC., 245 FIRST STREET, 18TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 01/01/2021 (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 15,224 ( 1 ) D Common Stock 18,199 ( 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 Employee Stock Option (Right to Buy) $ 14.4 ( 3 ) 12/01/2023 Common Stock 30 D Employee Stock Option (Right to Buy) $ 12.68 ( 3 ) 12/02/2023 Common Stock 300 D Employee Stock Option (Right to Buy) $ 11.95 ( 3 ) 12/16/2023 Common Stock 250 D Employee Stock Option (Right to Buy) $ 15.54 ( 3 ) 03/03/2024 Common Stock 540 D Employee Stock Option (Right to Buy) $ 14.87 ( 3 ) 11/03/2024 Common Stock 1,000 D Employee Stock Option (Right to Buy) $ 17.2 ( 3 ) 03/16/2025 Common Stock 340 D Employee Stock Option (Right to Buy) $ 11.52 ( 3 ) 10/01/2025 Common Stock 402 D Employee Stock Option (Right to Buy) $ 11.28 ( 3 ) 03/01/2026 Common Stock 3,773 D Employee Stock Option (Right to Buy) $ 14.21 ( 3 ) 01/29/2029 Common Stock 11,504 D Employee Stock Option (Right to Buy) $ 10.1 ( 4 ) 09/06/2029 Common Stock 5,468 D Employee Stock Option (Right to Buy) $ 2.48 ( 4 ) 11/04/2030 Common Stock 1,562 D Employee Stock Option (Right to Buy) $ 14.21 ( 5 ) 01/29/2029 Common Stock 12,944 D Employee Stock Option (Right to Buy) $ 10.1 ( 6 ) 09/06/2029 Common Stock 12,032 D Employee Stock Option (Right to Buy) $ 2.01 ( 7 ) 11/22/2029 Common Stock 75,000 D Employee Stock Option (Right to Buy) $ 2.48 ( 8 ) 11/04/2030 Common Stock 73,438 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gjino Anjeza C/O CYCLERION THERAPEUTICS, INC. 245 FIRST STREET, 18TH FLOOR CAMBRIDGE, MA02142 Chief Financial Officer Signatures /s/ Anjeza Gjino 01/11/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 7,204 shares acquired under the Issuer's 2019 Employee Stock Purchase Plan. ( 2 )Consists of (i) 9,449 shares underlying unvested restricted stock units ("RSUs"), each representing the right to receive one share of Common Stock, received as a result of the equitable adjustment of outstanding RSUs held prior to the spin-off of the Issue from its predecessor, effective April1, 2019 (the "Separation"), that vest ratably on February 24, 2021, February 24, 2022 and February 23, 2023, and (ii) 8,750 shares issued under the Issuer's 2019 Equity Incentive Plan that vest ratably on August 12, 2021, August 11, 2022 and August 10, 2023. ( 3 )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. ( 4 )These stock options were issued under the Issuer's 2019 Equity Incentive Plan and are fully exercisable. ( 5 )These stock options vest and become exercisable ratably on the first day of each month until and including January 1, 2023. ( 6 )These stock options vest and become exercisable ratably on the sixth day of each month until and including September 6, 2023. ( 7 )These stock options 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. ( 8 )These stock options vest and become exercisable ratably on the fourth day of each month until and including November 4, 2024.

Remarks: Exhibit 24 - Power of Attorney

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.