Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 25, 2022, Catherine Lee notified the Company that she will resign from her position as EVP, General Counsel and Corporate Secretary, effective as of January 28, 2022 ("Resignation Date"), to pursue another opportunity. In connection with Ms. Lee's resignation, the Company entered into a separation and consulting agreement with Ms. Lee ("Separation Agreement") whereby, among other things, Ms. Lee will agree to a general release of claims in favor of the Company and its affiliates as well as customary confidentiality provisions. Effective immediately following the Resignation Date, Ms. Lee will provide consulting services to the Company through August 30, 2022, unless terminated by either Ms. Lee or the Company upon two weeks' prior written notice. During this consulting period, Ms. Lee will be paid a consulting fee equal to $8,500 per month and will be available for consultation as requested for up to 10 hours per month and continued vesting and exercisability of any outstanding and unvested equity awards in accordance with the terms and conditions of the applicable award agreements.

The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

9.01 Financial Statements and Exhibits.

(d) The following exhibit is furnished with this Current Report.






Exhibit
Number                                   Description
            Separation and Consulting Agreement dated as of January 27, 2022,
 99.1     between Metacrine, Inc. and Catherine Lee.
          Cover Page Interactive Data File (embedded within the Inline XBRL
  104     document).


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