Ownership Submission
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, 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Wood Joan
2. Date of Event Requiring Statement (Month/Day/Year)
09/20/2016
3. Issuer Name and Ticker or Trading Symbol
Sarepta Therapeutics, Inc. [SRPT]
(Last)
(First)
(Middle)
215 FIRST STREET, SUITE 415
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP, Human Resources
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

CAMBRIDGE, MA 02142
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 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)
Common Stock 14,926 (1) (2) (3)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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
Incentive Stock Option (right to buy) 02/28/2017(4) 02/28/2026 Common Stock 15,279 $ 13.71 D  
Incentive Stock Option (right to buy) 02/28/2017(5) 02/28/2026 Common Stock 14,793 $ 13.71 D  
Non-Qualified Stock Option (right to buy) 02/28/2017(4) 02/28/2026 Common Stock 4,721 $ 13.71 D  
Non-Qualified Stock Option (right to buy) 02/28/2017(5) 02/28/2026 Common Stock 5,207 $ 13.71 D  
Non-Qualified Stock Option (right to buy) 05/11/2016(6) 05/11/2025 Common Stock 58,500 $ 15.04 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Wood Joan
215 FIRST STREET
SUITE 415
CAMBRIDGE, MA 02142
      VP, Human Resources  

Signatures

/s/David Tyronne Howton, as Attorney-in-Fact for Joan Wood 09/30/2016
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Includes 13,125 Restricted Stock Awards vest upon the Company exceeding $80 million in total revenue reported in publicly released GAAP financials, in any fiscal quarter between grant date and June 30, 2018, with an additional 3,825 RSAs vesting during the same period if the total revenue reported in the publicly released GAAP financials exceeds $100 million. The Company will withhold the shares to satisfy the executive's tax obligation upon vesting.
(2) Includes 342 Restricted Stock Awards granted on September 19, 2016 which vests 100% six months from the date of grant. The Company will withhold the shares to satisfy the executive's tax obligation upon vesting.
(3) Includes shares acquired under the Sarepta Therapeutics, Inc. 2013 Employee Stock Purchase Plan, 800 shares were acquired at a price of $11.4665.
(4) Half of the options begin vesting in the event the FDA provides marketing approval for eteplirsen as of the applicable PDUFA date and the other half of the options begin vesting in the event Sarepta files a Marketing Authorization Application with the EMEA prior to December 31, 2016. Vesting of the options allocated to the achievement of each goal is as follows: (i) 50% of the options allocated to the achieved goal vests immediately upon achievement of the performance condition (25% of the total Performance-Based Options granted) and (ii) the remaining 50% of the options allocated to the achieved goal (25% of the total Performance-Based Options granted) vests over four years with 25% of these remaining options vesting on the first year anniversary of the grant date and 1/48th of these remaining options vesting monthly thereafter.
(5) 25% of the option granted vests and is exercisable on the first anniversary of the date of grant and 1/48th of the total granted option will vest and become exercisable on each monthly anniversary thereafter, such that the option will be fully vested and exercisable on the fourth anniversary of the date of grant.
(6) This option is exercisable at the rate of 25% of the shares on the first anniversary of hire and 1/48th of the total granted shares on each monthly anniversary thereafter, such that the option will be fully exercisable on the fourth anniversary of hire.

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