SEC FORM 3/A

SEC FORM 3/A 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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Lynn Geoffrey

(Last)

(First)

(Middle)

UNIT 6-10, ZEUS BUILDING

RUTHERFORD AVENUE, HARWELL

(Street)

DIDCOT

OX11 0DF

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/17/2024

3. Issuer Name and Ticker or Trading Symbol
Barinthus Biotherapeutics plc. [ BRNS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Scientific Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)
12/20/2024

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 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)
Ordinary Shares⁽¹⁾	638,442	D
Ordinary Shares⁽¹⁾	2,197	I	By spouse

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Share Option (Right to Buy)	⁽²⁾	03/08/2032	Ordinary Shares⁽¹⁾	174,500	$11.12	D
Share Option (Right to Buy)	⁽³⁾	01/03/2033	Ordinary Shares⁽¹⁾	23,384	$2.4	D
Share Option (Right to Buy)	⁽⁴⁾	01/02/2034	Ordinary Shares⁽¹⁾	24,207	$3.7	D
Share Option (Right to Buy)	⁽⁵⁾	12/01/2034	Ordinary Shares⁽¹⁾	200,000	$0.98	D

Explanation of Responses:

1. The Ordinary Shares may be represented by American Depositary Shares, each of which currently represents one Ordinary Share.

2. The shares underlying this option shall vest and become exercisable in three equal annual installments, with the first installment vested on January 3, 2023.

3. The shares underlying this option shall vest and become exercisable in three equal annual installments, with the first installment vested on January 3, 2024.

4. The shares underlying this option shall vest and become exercisable in three equal annual installments, with the first installment vesting on January 2, 2025.

5. The shares underlying this option shall vest and become exercisable in three equal annual installments, with the first installment vesting on December 1, 2025.

Remarks:

This amendment to the Form 3 originally filed on December 20, 2024 is being filed solely to correct the number of Ordinary Shares beneficially owned by the Reporting Person's spouse.

	/s/ William Enright, Attorney-in-Fact	12/31/2024
	** 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 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).
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.

Amendment: New insider Lynn Geoffrey claimed ownership of 640,639 units of Ordinary Shares (SEC Form 3)