SEC FORM 4

SEC FORM 4 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^*

Sullivan Lynne Marie

(Last)

(First)

(Middle)

C/O UNITY BIOTECHNOLOGY, INC.

285 EAST GRAND AVENUE

(Street)

SOUTH SAN FRANCISCO

94080

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Unity Biotechnology, Inc. [ UBX ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
05/11/2023

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$2.77	05/11/2023		A		40,000		⁽¹⁾	05/11/2033	Common Stock	40,000	$2.77	40,000	D
Stock Option (Right to Buy)	$99.6	05/11/2023		D			24,000	⁽²⁾	08/01/2030	Common Stock	24,000	$0.00⁽³⁾	0	D
Stock Option (Right to Buy)	$2.77	05/11/2023		A		24,000		⁽²⁾	08/01/2030	Common Stock	24,000	$0.00⁽³⁾	24,000	D
Stock Option (Right to Buy)	$41.8	05/11/2023		D			12,333	⁽⁴⁾	06/24/2031	Common Stock	12,333	$0.00⁽⁵⁾	0	D
Stock Option (Right to Buy)	$2.77	05/11/2023		A		12,333		⁽⁴⁾	06/24/2031	Common Stock	12,333	$0.00⁽⁵⁾	12,333	D
Stock Option (Right to Buy)	$10.6	05/11/2023		D			20,000	⁽⁶⁾	02/09/2032	Common Stock	20,000	$0.00⁽⁷⁾	0	D
Stock Option (Right to Buy)	$2.77	05/11/2023		A		20,000		⁽⁶⁾	02/09/2032	Common Stock	20,000	$0.00⁽⁷⁾	20,000	D

Explanation of Responses:

1. The underlying shares vest and become exercisable pursuant to the following schedule: One-eighth of the shares subject to the option vest in successive, equal quarterly installments starting on August 11, 2023, subject to the Reporting Person's continued service to Issuer through the applicable vesting date.

2. The underlying shares vest and become exercisable pursuant to the following schedule: Twenty Five Percent (25%) of the shares subject to the option vested on August 1, 2021 (the "Vesting Commencement Date"), and the remaining shares subject to the option vest in 36 successive, equal monthly installments thereafter on each monthly anniversary of the Vesting Commencement Date, subject to the Reporting Person's continued service to the Issuer through the applicable vesting date.

3. On May 11, 2023, the option originally granted to the Reporting Person on August 1, 2020 was amended to reduce the exercise price to $2.77 per share. All of the other terms of the option remain unchanged.

4. Shares subject to the stock option vest and become exercisable in successive, equal monthly installments over a 48-month period commencing on June 24, 2021 (the "Vesting Commencement Date"), so that 100% of the shares become fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date, subject to Reporting Person's continued employment or service relationship with the Issuer on each such vesting date.

5. On May 11, 2023, the option originally granted to the Reporting Person on June 24, 2021 was amended to reduce the exercise price to $2.77 per share. All of the other terms of the option remain unchanged.

6. The underlying shares vest and become exercisable pursuant to the following schedule: One Third of the shares subject to the option vest on February 9, 2023 (the "Vesting Commencement Date"), and the remaining shares subject to the option vest in 24 successive, equal monthly installments thereafter on each monthly anniversary of the Vesting Commencement Date, subject to the Reporting Person's continued service to the Issuer through the applicable vesting date.

7. On May 11, 2023, the option originally granted to the Reporting Person on February 9, 2022 was amended to reduce the exercise price to $2.77 per share. All of the other terms of the option remain unchanged.

Remarks:

CFO and Head of Corporate Development

	/s/ Alexander Nguyen, Attorney-in-Fact for Lynne Marie Sullivan	05/12/2023
	** 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.

SEC Form 4 filed by Sullivan Lynne Marie