SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* ELI LILLY & Co (Last) (First) (Middle) LILLY CORPORATE CENTER (Street) INDIANAPOLIS IN 46285 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/28/2023	3. Issuer Name and Ticker or Trading Symbol Sigilon Therapeutics, Inc. [ SGTX ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	211,110	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* ELI LILLY & Co (Last) (First) (Middle) LILLY CORPORATE CENTER (Street) INDIANAPOLIS IN 46285 (City) (State) (Zip)

1. Name and Address of Reporting Person* Shenandoah Acquisition Corp (Last) (First) (Middle) LILLY CORPORATE CENTER (Street) INDIANAPOLIS IN 46285 (City) (State) (Zip)

Explanation of Responses:

Remarks:

Eli Lilly and Company ("Lilly") beneficially owns and has a pecuniary interest in 211,110 shares of the Issuer's common stock (as adjusted for the 1-for-13 reverse stock split of the Issuer, effective as of May 22, 2023, as reported by the Issuer in its Current Report on Form 8-K, filed on May 22, 2023) (the "Owned Shares"). In addition, in connection with the Agreement and Plan of Merger, dated as of June 28, 2023, among the reporting persons and the Issuer, the reporting persons entered into tender and support agreements, each dated as of June 28, 2023 (collectively, the "Tender and Support Agreements"), with (i) Flagship Ventures Fund V LP and (ii) Flagship Pioneering Special Opportunities Fund II LP (collectively, the "Parties"), pursuant to which each of the Parties agreed to grant certain voting rights to Lilly with respect to the shares of Issuer's common stock held by each such Party (collectively, the "Support Shares"). As a result of the Tender and Support Agreements and in the case of Lilly, the Owned Shares, each of the reporting persons may be deemed to have acquired beneficial ownership in excess of 10% of the Issuer's issued and outstanding common stock for the purpose of determining each reporting person's status as a ten percent owner thereof. However, neither of the reporting persons has a pecuniary interest in the Support Shares and each expressly disclaims beneficial ownership thereof. The filing of this Form 3 shall not be deemed an admission of beneficial ownership of the Support Shares for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. In addition, Shenandoah Acquisition Corporation disclaims beneficial ownership in the Owned Shares.

	/s/ Anat Ashkenazi, Executive Vice President and Chief Financial Officer, on behalf of Eli Lilly and Company	07/07/2023
	/s/ Philip L. Johnson, President, on behalf of Shenandoah Acquisition Corporation	07/07/2023
	** 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 5 (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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