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).
X
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Brown Ryan Edward
(Last) (First) (Middle)
215 FIRST STREET
SUITE 415
(Street)
CAMBRIDGE MA 02124
(City) (State) (Zip)
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)
EVP, General Counsel
3. Date of Earliest Transaction (Month/Day/Year)
06/21/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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 06/21/2024 M 6,250 A (1) 34,938 D
Common Stock 06/24/2024 F 2,352(2) D $164.64 32,586 D
Common Stock 06/25/2024 M 23,500 A $62.77 56,086 D
Common Stock 06/25/2024 S 7,644(3) D $158.07(4) 48,442 D
Common Stock 06/25/2024 S 2,200(3) D $159.14(5) 46,242 D
Common Stock 06/25/2024 S 975(3) D $160.31(6) 45,267 D
Common Stock 06/25/2024 S 4,168(3) D $161.82(7) 41,099 D
Common Stock 06/25/2024 S 17,581(3) D $162.65(8) 23,518 D
Common Stock 06/25/2024 S 3,840(3) D $163.53(9) 19,678 D
Common Stock 06/25/2024 S 2,549(3) D $164.52 17,129 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
Performance Stock Units (10) 06/21/2024 A 5,500 (10) (10) Common Stock 5,500 $0 5,500 D
Performance Stock Units (1) 06/21/2024 A 6,250 (1) (1) Common Stock 6,250 $0 6,250 D
Performance Stock Units (1) 06/21/2024 M 6,250 (1) (1) Common Stock 6,250 $0 0 D
Stock Option (right to buy) $62.77 06/25/2024 M 23,500 02/28/2019 02/28/2028 Common Stock 23,500 $0 0 D
Explanation of Responses:
1. Represents the number of shares earned and vested under a performance stock unit ("PSU") award granted to the Reporting Person on March 1, 2024. The number of shares earned is based on the Compensation Committee's determination of the Company's achievement of one of the prescribed milestones under the terms of the PSU. The PSUs vested immediately upon the Compensation Committee's determination of the Company's achievement of one of the prescribed milestones under the terms of the PSU.
2. Shares were sold by the Company to satisfy tax withholding obligations related to vesting of PSUs granted on March 1, 2024.
3. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 7, 2024.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $157.58 to $158.52, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $158.67 to $159.66, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $159.71 to $160.69, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $161.04 to $162.02, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $162.12 to $163.09, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $163.19 to $163.98 inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
10. Represents the number of shares earned under a PSU award granted to the Reporting Person on March 7, 2022. The number of shares earned is based on the Compensation Committee's determination of the Company's achievement of prescribed milestones under the terms of the PSU award. The earned PSUs will vest on March 7, 2025, subject to the Reporting Person continuing to provide service to the Company through such vesting date.
/s/ Ryan Brown 06/25/2024
** 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.
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