Stoke Therapeutics Inc
For the period ended Dec 31, 2023. Filed Mar 25, 2024.
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FY2023 · Filed Mar 25, 2024
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Item 9B. Other Information
Trading Arrangements
During the three months ended December 31, 2023, none of our directors or officers, as defined in Rule 16a-1(f), informed us of theadoption, modification ortermination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408, except as described in the table below:
| Name · Title · Action · Date · Rule 10b5-1* · Non Rule 10b5-1** · Total Shares to be Sold · Expiration Date(1) | ||||||
|---|---|---|---|---|---|---|
| Jonathan Allan | General Counsel and Corporate Secretary | Termination(2) | 12/6/2023 | X | 43,896 | 3/20/2024 |
| Jonathan Allan | General Counsel and Corporate Secretary | Adoption | 12/15/2023 | X | 16,065 | 12/15/2024 |
| Edward Kaye | Chief Executive Officer | Adoption | 12/26/2023 | X | 45,000 | 3/20/2025 |
| Huw Nash | Chief Operating Officer & Chief Business Officer | Termination(3) | 12/29/2023 | X | 631,450 | 6/1/2024 |
| Huw Nash | Chief Operating Officer & Chief Business Officer | Adoption | 12/29/2023 | X | 670,338 | 4/1/2025 |
- Intended to satisfy the affirmative defense of Rule 10b5-1(c) Act.
** Not intended to satisfy the affirmative defense of Rule 10b5-1(c) Act.
(1) Except as indicated by footnote, each trading arrangement permitted or permits transactions through and including the earlier to occur of (a) the completion of all purchases or sales or (b) the date listed in the table.
(2) On December 6, 2023, Jonathan Allan, General Counsel and Corporate Secretary, terminated a trading arrangement that was intended to satisfy the affirmative defense of Rule 10b5-1 (the “Allan 10b5-1 Plan”). The Allan 10b5-1 Plan was entered into on March 22, 2023, with an expiration date of March 20, 2024.
(3) On December 29, 2023, Huw Nash, COO and CBO, terminated a trading arrangement that was intended to satisfy the affirmative defense of Rule 10b5-1 (the “Nash 10b5-1 Plan”). The Nash 10b5-1 Plan was entered into on March 28, 2022, with an expiration date of June 1, 2024.
Each new Rule 10b5-1 Plan that was adopted in the above table includes a representation from Messrs. Allan, Kaye and Nash, respectively, to the broker administering the plan that he was not in possession of any material nonpublic information regarding the Company or the securities subject to the Rule 10b5-1 Plan at the time the Rule 10b5-1 Plan was entered into. A similar representation was made to us in connection with the adoption of the Rule 10b5-1 Plan under our insider trading policy. Those representations were made as of the Adoption Date set forth above, and speak only as of that date. In making those representations, there is no assurance with respect to any material nonpublic information of which the directors and officers was unaware, or with respect to any material nonpublic information acquired by the above directors and officers or passage after the date of the representation.
Once executed, transactions under a Rule 10b5-1 Plan adopted during the period described above will be disclosed publicly through Form 4 and/or Form 144 filings with the SEC in accordance with applicable securities laws, rules, and regulations. Except as may be required by law, we do not undertake any obligation to update or report any modification, termination, or other activity under current or future Rule 10b5-1 plans that may be adopted by Messrs. Allan, Kaye or Nash, respectively, or other officers or directors of the Company.
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