Sec Form 4/A Filing - Evans John M. @ Beam Therapeutics Inc. - 2022-01-31

FORM 4/A Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Evans John M. 2. Issuer Name and Ticker or Trading Symbol Beam Therapeutics Inc. [ BEAM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO (Last) (First) (Middle) C/O BEAM THERAPEUTICS INC., 238 MAIN STREET 3. Date of Earliest Transaction (MM/DD/YY) 01/31/2022 (Street) CAMBRIDGE, MA02142 4. If Amendment, Date Original Filed (MM/DD/YY) 07/07/2021 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 980,825( 1 ) D Common Stock 11/16/2021 G V 12,000 D $ 0 968,825 D Common Stock 01/31/2022 S( 2 ) 801 D $ 63.79( 3 ) 968,024 D Common Stock 01/31/2022 S( 2 ) 2,172 D $ 64.47( 4 ) 965,852 D Common Stock 01/31/2022 S( 2 ) 3,177 D $ 65.49( 5 ) 962,675 D Common Stock 01/31/2022 S( 2 ) 6,337 D $ 66.55( 6 ) 956,338 D Common Stock 01/31/2022 S( 2 ) 13,535 D $ 67.44( 7 ) 942,803< /span> D Common Stock 01/31/2022 S( 2 ) 3,978 D $ 68.15( 8 ) 938,825 D Common Stock 01/31/2022 M 100,000 A $ 1.03 1,038,825 D Common Stock 01/31/2022 S( 2 ) 300 D $ 63.45( 9 ) 182,700 I By John M. Evans, III 2018 Irrevocable Trust Common Stock 01/31/2022 S( 2 ) 1,615 D $ 64.46( 10 ) 181,085 I By John M. Evans, III 2018 Irrevocable Trust Common Stock 01/31/2022 S( 2 ) 1,900 D $ 65.55( 11 ) 179,185 I By John M. Evans, III 2018 Irrevocable Trust Common Stock 01/31/2022 S( 2 ) 4,105 D $ 66.48( 12 ) 175,080 I By John M. Evans, III 2018 Irrevocable Trust Common Stock 01/31/2022 S( 2 ) 9,408 D $ 67.43( 13 ) 165,672 I By John M. Evans, III 2018 Irrevocable Trust Common Stock 01/31/2022 S( 2 ) 2,672 D $ 68.16( 14 ) 163,000 I By John M. Evans, III 2018 Irrevocable Trust

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Stock Option (Right to Buy) $ 1.03 ( 15 ) 07/13/2028 Common Stock ( 1 ) 384,345( 1 ) D Stock Option (Right to Buy) $ 1.03 01/31/2022 M 100,000 ( 15 ) 07/13/2028 Common Stock 100,000 $ 0 284,345 D Stock Option (Right to Buy) $ 69.21 01/31/2022 A 112,500 ( 16 ) 01/31/2032 Common Stock 112,500 $ 0 112,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Evans John M. C/O BEAM THERAPEUTICS INC. 238 MAIN STREET CAMBRIDGE, MA02142 X CEO Signatures By: /s/ Christine Bellon, Attorney-in-fact 02/02/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On each of July 7, 2021 and October 6, 2021, the reporting person filed a Form 4 which inadvertently reported an exercise of stock options in connection with certain sales of common stock. In fact, the reporting person did not exercise any stock options in connection with the sales reported on such Forms 4. Accordingly, the first line of each of Tables 1 and 2 of this Form 4 reflects the corrected number of securities beneficially owned by the reporting person prior to the transactions reported herein. ( 2 )The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan. The sale price reported is a weighted average price. The reporting person undertakes to provide to Beam Therapeutics Inc. ("BEAM"), any security holder of BEAM or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range. ( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $63.60 to $63.96, inclusive. ( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $64.21 to $64.50, inclusive. ( 5 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $65.20 to $65.99, inclusive. ( 6 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $66.09 to $66.94, inclusive. ( 7 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $67.00 to $67.99, inclusive. ( 8 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $68.00 to $68.60, inclusive. ( 9 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $63.26 to $63.58, inclusive. ( 10 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $64.17 to $64.50, inclusive. ( 11 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $65.20 to $65.99, inclusive. ( 12 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $66.00 to $66.94, inclusive. ( 13 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $67.00 to $67.99, inclusive. ( 14 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $68.00 to $68.60, inclusive. ( 15 )The option vests as to 25% on the first anniversary of the of the vesting commencement date, January 8, 2018, and at a rate of 2.78% each month thereafter until the option is fully vested. ( 16 )The option vests in equal monthly installments each month following the date of grant for the subsequent 48 months, subject to the reporting person's continued service with BEAM through each vesting 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).

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