Sec Form 4 Filing - Kaye Edward M. MD @ Sarepta Therapeutics, Inc. - 2016-02-29

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 Kaye Edward M. MD 2. Issuer Name and Ticker or Trading Symbol Sarepta Therapeutics, Inc. [ SRPT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP Interim CEO & CMO (Last) (First) (Middle) 215 FIRST STREET, SUITE 415 3. Date of Earliest Transaction (MM/DD/YY) 02/29/2016 (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 02/29/2016 A 4,704 ( 1 ) D $ 0 109,029 ( 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 Incentive Stock Option (right to buy) $ 13.71 02/29/2016 A 4,574 ( 3 ) 02/28/2026 Common Stock 4,574 $ 0 4,574 D Non- Qualified Stock Option (right to buy) $ 13.71 02/29/2016 A 95,426 ( 3 ) 02/28/2026 Common Stock 95,426 $ 0 95,426 D Incentive Stock Option (right to buy) $ 13.71 02/29/2016 A 1,389 ( 4 ) 02/28/2026 Common Stock 1,389 $ 0 1,389 D Non- Qualified Stock Option (right to buy) $ 13.71 02/29/2016 A 98,611 ( 4 ) 02/28/2026 Common Stock 98,611 $ 0 98,611 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kaye Edward M. MD 215 FIRST STREET SUITE 415 CAMBRIDGE, MA02142 SVP Interim CEO & CMO Signatures /s/ David Tyronne Howton 03/02/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )100% of the Restricted Stock Award granted on February 29, 2016 vests six months from the date of grant. This award is being provided in lieu of a portion of the executive's cash bonus and is subject to continued service with the Issuer. ( 2 )Includes shares acquired under the Sarepta Therapeutics, Inc. 2013 Employee Stock Purchase Plan, 800 shares were acquired on February 29, 2016 at a price of $11.4665. ( 3 )25% of the option granted vests and is exercisable on the first anniversary of the date of grant and 1/48th of the total granted option will vest and become exercisable on each monthly anniversary thereafter, such that the option will be fully vested and exercisable on the fourth anniversary of the date of grant. ( 4 )Half of the options begin vesting in the event the FDA provides marketing approval for eteplirsen as of the applicable PDUFA date and the other half of the options begin vesting in the event Sarepta files a Marketing Authorization Application with the EMEA prior to December 31, 2016. Vesting of the options allocated to the achievement of each goal is as follows: (i) 50% of the options allocated to the achieved goal vests immediately upon achievement of the performance condition (25% of the total Performance-Based Options granted) and (ii) the remaining 50% of the options allocated to the achieved goal (25% of the total Performance-Based Options granted) vests over four years with 25% of these remaining options vesting on the first year anniversary of the grant date and 1/48th of these remaining options vesting monthly thereafter.

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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