[Form 4] Beam Therapeutics Inc. Insider Trading Activity

Rhea-AI Filing Summary

Saba Capital Income & Opportunities Fund (NYSE: BRW) has filed a shelf Registration Statement on Form N-2 seeking authority to issue up to 15,000,000 additional common shares and/or subscription rights and warrants. The Fund is a non-diversified, closed-end management investment company managed by Saba Capital Management, L.P.

Key portfolio facts (as of 30-Apr-2025):

• Net assets: $344.1 million; total assets (incl. leverage): $1.19 billion
• Shares outstanding: 42.53 million
• NAV: $8.09; market price: $7.68 (-5.1% discount)
• Leverage: $45 million drawn on a $125 million TD Bank credit facility (matures Jan-2026)
• Asset coverage on borrowings: 7,651%

Investment profile & strategy

• Primary objective: high current income; secondary objective: capital appreciation.
• Flexible mandate to invest in debt and equity of public & private issuers, including other closed-end funds, SPACs, high-yield bonds, CLOs, reinsurance notes and event-linked securities.
• Active use of leverage via direct borrowings, derivatives (options, swaps) and short sales.

Expense structure

• Management fee: 1.05% of Managed Assets.
• Total expense ratio after waivers: 6.55%; interest expense alone 3.79%.
• Expense Limitation Agreement cap (ex-leverage) in place until at least 1-Jul-2025.

Distribution policy

• Managed Distribution Plan pays a fixed $0.085 per share monthly; distributions may include return of capital.

Offering terms

• Securities may be sold from time to time directly, through agents or underwriters. Public offerings (other than certain rights offerings) cannot be priced below then-current NAV.
• Illustrative sales load: 3.0% of offering price; Fund bears offering expenses.

Risk highlights

• Material dilution risk: additional shares increase supply and may widen market discount if priced near NAV.
• High leverage amplifies NAV and distribution volatility, especially in rising-rate environments.
• Complex portfolio (high-yield, SPACs, CLO equity, catastrophe bonds) and 6.55% expense ratio elevate hurdle to generate positive total return.
• Distributions can draw heavily on return of capital, potentially eroding NAV over time.

The shelf registration provides the Adviser flexibility to raise capital quickly, potentially supporting portfolio scale and liquidity, but introduces execution and dilution concerns for existing shareholders.

Positive

• Flexible shelf authority equips the Fund to raise capital quickly, potentially lowering its high 6.55% expense ratio through scale.
• Strong asset coverage (7,651%) and modest current facility draw ($45 m on $125 m) provide room for additional leverage to increase net investment income.
• Managed monthly distribution of $0.085 offers predictable cash flow that may appeal to income-focused investors.

Negative

• Potential dilution: issuing up to 15 million shares (~35% of float) could pressure market price and widen discount if not priced above NAV.
• Elevated total expenses (6.55%) and interest cost (3.79%) create a high performance hurdle.
• Complex, higher-risk assets & leverage (high-yield, CLO equity, catastrophe bonds) magnify downside in volatile markets.
• Return-of-capital distributions risk long-term NAV erosion if portfolio income falls short of payout.

Insights

Closed-End Fund Analyst

TL;DR: Shelf registration gives BRW growth optionality but raises dilution risk; leverage & high fees remain key headwinds.

Filing authorises 15 million new shares (~35% of current float). If issued above NAV, accretion could modestly lift NAV/share and lower expense ratio, yet past trading history shows persistent 5-10% discounts, making at-the-market offerings challenging. Rights offerings below NAV are permitted but tend to pressure secondary-market pricing until terms are set. At a 6.55% expense load, incremental assets would need >6.6% gross return just to break even—no small feat given 3.79% interest costs and a 0.085/share managed payout (≈13% yield on market). Current 7,651% asset coverage looks strong, but leverage is likely to rise post-offering. Overall, moderately negative for current holders unless pricing is unequivocally accretive.

Portfolio Manager – Income Strategies

TL;DR: Added capital offers flexibility to exploit high-yield and CLO mis-pricing; impact depends on execution price.

Market backdrop features elevated credit spreads and improved CLO equity cash yields; Saba’s activist toolkit could unlock value in discounted CEFs. Raising fresh capital when spreads are attractive could enhance NII and support the fixed $0.085 distribution, particularly if proceeds are deployed within the targeted two-month window. Leverage facility is ample and extends to 2026, giving headroom for opportunistic gearing. Key watch-item is offering structure; a well-received rights issue can tighten discounts long-term, but mis-priced deals may deepen them. From a tactical allocator’s lens, outcome is neutral-to-positive provided issuance clears above NAV.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Simon Amy

(Last) (First) (Middle)

C/O BEAM THERAPEUTICS INC.,

238 MAIN STREET

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Beam Therapeutics Inc. [ BEAM ]

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)
07/01/2025

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	07/01/2025		S(1)		374	D	$16.9423	65,740(2)	D
Common Stock	07/03/2025		S(3)		876	D	$20.12	64,864	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

Explanation of Responses:

1. These shares of common stock were automatically sold in a non-discretionary transaction by the Reporting Person in order to cover tax withholding obligations upon the vesting of certain restricted stock units granted to the Reporting Person under the Beam Therapeutics Inc. ("BEAM") 2019 Equity Incentive Plan on June 30, 2022. The sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 19, 2023.

2. Includes 372 shares acquired by the Reporting Person under the BEAM Amended and Restated 2019 Employee Stock Purchase Plan on September 30, 2024.

3. These shares of common stock were sold pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 7, 2024.

	By: /s/ Christine Bellon, Attorney-in-fact	07/03/2025
	** 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.

FAQ

What is Saba Capital Income & Opportunities Fund’s primary objective?

The Fund seeks to provide shareholders with high current income; capital appreciation is a secondary goal.

How many new BRW shares can be issued under this shelf registration?

The filing permits the Fund to offer up to 15,000,000 additional common shares plus related rights or warrants.

Will the Fund issue shares below NAV?

Except for rights offerings meeting specific conditions, public sales cannot be priced below current NAV under Investment Company Act rules.

What is the current leverage level of BRW?

As of 30-Apr-2025 the Fund had $45 million outstanding on a $125 million credit line, with asset coverage of 7,651%.

How is the monthly distribution financed?

BRW pays a fixed $0.085 per share each month; when income is insufficient it may distribute capital gains or return of capital to maintain that rate.

What are the Fund’s annual expenses?

Total annual expenses are estimated at 6.55% of net assets after fee waivers; management fee alone is 1.05% of Managed Assets.