<SEC-DOCUMENT>0000899243-22-016983.txt : 20220506
<SEC-HEADER>0000899243-22-016983.hdr.sgml : 20220506
<ACCEPTANCE-DATETIME>20220505203015
ACCESSION NUMBER:		0000899243-22-016983
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20220505
FILED AS OF DATE:		20220505
DATE AS OF CHANGE:		20220505

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			HENSON HEIDI
		CENTRAL INDEX KEY:			0001283301

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-41374
		FILM NUMBER:		22898457

	MAIL ADDRESS:	
		STREET 1:		9050 CAMINO SANTA FE
		CITY:			SAN DIEGO
		STATE:			CA
		ZIP:			92121

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PepGen Inc.
		CENTRAL INDEX KEY:			0001835597
		STANDARD INDUSTRIAL CLASSIFICATION:	PHARMACEUTICAL PREPARATIONS [2834]
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	BUSINESS ADDRESS:	
		STREET 1:		1 MARINA PARK DRIVE, SUITE 900
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02210
		BUSINESS PHONE:		703-456-8000

	MAIL ADDRESS:	
		STREET 1:		1 MARINA PARK DRIVE, SUITE 900
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02210
</SEC-HEADER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>doc3.xml
<DESCRIPTION>FORM 3 SUBMISSION
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0206</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2022-05-05</periodOfReport>

    <noSecuritiesOwned>0</noSecuritiesOwned>

    <issuer>
        <issuerCik>0001835597</issuerCik>
        <issuerName>PepGen Inc.</issuerName>
        <issuerTradingSymbol>PEPG</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001283301</rptOwnerCik>
            <rptOwnerName>HENSON HEIDI</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>C/O PEPGEN INC.</rptOwnerStreet1>
            <rptOwnerStreet2>245 MAIN STREET</rptOwnerStreet2>
            <rptOwnerCity>CAMBRIDGE</rptOwnerCity>
            <rptOwnerState>MA</rptOwnerState>
            <rptOwnerZipCode>02142</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>1</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>0</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <derivativeTable>
        <derivativeHolding>
            <securityTitle>
                <value>Stock Option (Right to Buy)</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <value>8.96</value>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F1"/>
            </exerciseDate>
            <expirationDate>
                <value>2031-08-29</value>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>55009</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </derivativeHolding>
    </derivativeTable>

    <footnotes>
        <footnote id="F1">This stock option vests over four years following the vesting commencement date (July 30, 2021) with 25% of such shares vesting on the first anniversary of the vesting commencement date, and the remaining shares vesting in 36 equal monthly installments, subject to continued service through each vesting date.</footnote>
    </footnotes>

    <remarks>Exhibit 24: Power of Attorney</remarks>

    <ownerSignature>
        <signatureName>/s/ Noel Donnelly, as Attorney-in-Fact</signatureName>
        <signatureDate>2022-05-05</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>attachment1.htm
<DESCRIPTION>EX-24 DOCUMENT
<TEXT>
<HTML>
<HEAD>
</HEAD>
<BODY>
<PRE>
                                Power of Attorney

    Know all by these presents, that the undersigned hereby constitutes and
appoints each of Noel Donnelly and Kyle Breidenstine, signing singly, and with
full power of substitution, as the undersigned's true and lawful attorney-in-
fact to:

        (1) execute for and on behalf of the undersigned, in the
        undersigned's capacity as an officer and/or director of PepGen Inc., a
        Delaware corporation (the "Company"), from time to time the following
        Securities and Exchange Commission (the "SEC") forms: Forms 3, 4, and 5
        in accordance with Section 16(a) of the Securities Exchange Act of
        1934, as amended (the "Exchange Act"), and the rules thereunder;

        (2) do and perform any and all acts for and on behalf of the
        undersigned which may be necessary or desirable to complete and execute
        any such Form 3, 4, or 5, complete and execute any amendment or
        amendments thereto, and timely file such form with the SEC and any
        stock exchange or similar authority; and

        (3) take any other action of any type whatsoever in connection with
        the foregoing which, in the opinion of such attorney-in-fact, may be of
        benefit to, in the best interest of, or legally required by, the
        undersigned, it being understood that the documents executed by such
        attorney-in-fact on behalf of the undersigned pursuant to this Power of
        Attorney shall be in such form and shall contain such terms and
        conditions as such attorney-in-fact may approve in such attorney-in-
        fact's discretion.

    The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming, nor
is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Exchange Act.

    This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact. This Power of Attorney shall expire as to any
individual attorney-in-fact if such attorney-in-fact ceases to be an officer of
the Company. This Power of Attorney may be filed with the SEC as a confirming
statement of the authority granted herein.

    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 11th day of April, 2022.


 /s/ Heidi Henson
-----------------------------------
Printed Name: Heidi Henson


</PRE>
</BODY>
</HTML>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
