SEC FORM 4/A SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
KREHER NERISSA

(Last) (First) (Middle)
C/O ENTRADA THERAPEUTICS, INC.
6 TIDE STREET

(Street)
BOSTON MA 02210

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Entrada Therapeutics, Inc. [ TRDA ]
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
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
03/03/2023
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Rule 10b5-1(c) Transaction Indication

  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 03/01/2023 A 14,200(1) A $0 27,130(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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Stock Option (Right to Buy) $12.25 03/01/2023 A 21,500 (3) 03/01/2033 Common Stock 21,500 $0 21,500(2) D
Explanation of Responses:
1. Represents a grant of restricted stock units ("RSUs") under the Issuer's 2021 Stock Option and Incentive Plan. Each RSU represents the contingent right to receive one share of the Issuer's common stock. The RSUs shall vest as follows: (i) 25% on March 1, 2024; (ii) 25% on March 1, 2025; (iii) 25% on March 1, 2026 and (iv) the remaining 25% on March 1, 2027, so long as the Reporting Person remains an employee or other service provider of the Issuer through such date.
2. The Reporting Person's original Form 4, filed on March 3, 2023, is being amended by this Form 4A solely to correct an administrative error, which misreported a grant that occurred on March 1, 2023 as a total of 43,000 option shares and 28,400 RSUs, when in fact 21,500 option shares and 14,200 RSUs were granted as of that date, accurately reflecting that these grants are semi-annual. As a result of this administrative error, the number of shares beneficially owned by the Reporting Person following the corrected transaction reflects a reduction by 50% in the number of RSUs and option shares, respectively, reported as beneficially owned by the Reporting Person by 21,500 option shares and 14,200 RSUs, respectively.
3. 25% of the option shares shall vest and become exercisable on March 1, 2024, with the remaining 75% vesting in thirty-six (36) equal monthly installments thereafter, such that the option shares will be fully vested on March 1, 2027.
Remarks:
This Form 4A is only to correct the reported amount to beneficial ownership of the Reporting Person.
/s/ Jared Cohen, as Attorney-in-Fact 04/19/2023
** Signature of Reporting Person Date
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.