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

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1. Name and Address of Reporting Person* Lynn Geoffrey (Last) (First) (Middle) UNIT 6-10, ZEUS BUILDING RUTHERFORD AVENUE, HARWELL (Street) DIDCOT X0 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 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) 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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
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.
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