Sec Form 4 Filing - Hecht Peter M @ Cyclerion Therapeutics, Inc. - 2020-03-31

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
Hecht Peter M
2. Issuer Name and Ticker or Trading Symbol
Cyclerion Therapeutics, Inc. [ CYCN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O CYCLERION THERAPEUTICS, INC., 301 BINNEY STREET
3. Date of Earliest Transaction (MM/DD/YY)
03/31/2020
(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 223,736 ( 1 ) D
Common Stock 485 I The 2000 Trust for Alexis Mae Hecht ( 2 )
Common Stock 485 I The 2000 Trust for Malcolm Peter Hecht ( 2 )
Common Stock 485 I The 2000 Trust for Zoe Niovi Hecht ( 2 )
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) $ 2.65 03/31/2020 A 153,846 ( 3 ) ( 4 ) 03/31/2030 Common Stock 153,846 $ 2.65 153,846 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hecht Peter M
C/O CYCLERION THERAPEUTICS, INC.
301 BINNEY STREET
CAMBRIDGE, MA02142
X Chief Executive Officer
Signatures
/s/ Anjeza Gjino, Attorney-in-Fact 04/02/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Due to administrative error, the Reporting Person's last filed Form 4 under-reported the shares beneficially owned by 2,000 shares. This Form 4 reflects the corrected total beneficial ownership for this Reporting Person.
( 2 )These shares are held in the referenced trust for the benefit of the reporting person's child. The reporting person's spouse is the trustee of this trust. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or any other purpose.
( 3 )The Compensation Committee approved the stock option award to the reporting person in order to offset his low-to-market total cash compensation and provide him with a market-aligned total compensation package for 2019, 2020, and 2021. 36,436 options under the award are intended to offset his below-market total cash salary for 2019, and 58,705 options under the award are intended to offset his below-market total cash compensation for each of 2020 and 2021.
( 4 )The options, granted as an annual performance award, vests in seventy-two equal monthly installments over a six year period on each monthly anniversary of January 1, 2020 until fully vested.

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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