Initial Registration Statement for Employee Benefit Plan Form S 8

As filed with the Securities and Exchange Commission on July 31, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

United Therapeutics Corporation

(Exact Name of Registrant as Specified in the Charter)

Delaware	52-1984749
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1000 Spring Street Silver Spring, MD	20910
(Address of principal executive offices)	(Zip Code)

UNITED THERAPEUTICS CORPORATION

AMENDED AND RESTATED
2015 STOCK INCENTIVE PLAN

(Full title of the plan)

Paul A. Mahon, Executive Vice President and General Counsel

United Therapeutics Corporation

1000 Spring Street

Silver Spring, MD 20910
(301) 608-9292
(Name, address and telephone number, including area code, of agent for service)

Copy to:

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

INTRODUCTION

This Registration Statement on Form S-8 is being filed by United Therapeutics Corporation, a Delaware public benefit corporation (the "Company" or the "Registrant"), in accordance with General Instruction E to Form S-8 relating to 1,320,000 shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), issuable to eligible individuals under the Company's Amended and Restated 2015 Stock Incentive Plan, which 1,320,000 shares are in addition to (a) 6,150,000 shares of Common Stock previously registered on the Registrant's Registration Statement on Form S-8 (No. 333-205309) filed with the Securities and Exchange Commission on June 29, 2015, (b) 2,900,000 shares of Common Stock previously registered on the Registrant's Registration Statement on Form S-8 (No. 333-225942) filed with the Securities and Exchange Commission on June 28, 2018, (c) 450,000 shares of Common Stock previously registered on the Registrant's Registration Statement on Form S-8 (No. 333-232906) filed with the Securities and Exchange Commission on July 31, 2019, (d) 500,000 shares of Common Stock previously registered on the Registrant's Registration Statement on Form S-8 (No. 333-240156) filed with the Securities and Exchange Commission on July 29, 2020, (e) 1,000,000 shares of Common Stock previously registered on the Registrant's Registration Statement on Form S-8 (No. 333-258434) filed with the Securities and Exchange Commission on August 4, 2021, (f) 500,000 shares of Common Stock previously registered on the Registrant's Registration Statement on Form S-8 (No. 333-266478) filed with the Securities and Exchange Commission on August 3, 2022, and (g) 1,000,000 shares of Common Stock previously registered on the Registrant's Registration Statement on Form S-8 (No. 333-273590) filed with the Securities and Exchange Commission on August 2, 2023, in each case together with all exhibits filed therewith or incorporated therein by reference ((a),(b), (c), (d), (e), (f), and (g) collectively, the "Prior Registration Statements"). Except as supplemented by the information set forth herein, the contents of the Prior Registration Statements are incorporated herein by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits

Exhibit No.	Description
4.1	Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K filed on October 1, 2021)
4.2	Tenth Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K filed on April 21, 2023)
5.1	Opinion of counsel*
23.1	Consent of Independent Registered Public Accounting Firm*
23.2	Consent of counsel (included in Exhibit 5.1)*
24	Power of Attorney (included on signature page)*
99.1	United Therapeutics Corporation Amended and Restated 2015 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on June 27, 2024)
107	Filing Fee Table*

* Filed herewith

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Silver Spring, State of Maryland, on this 31st day of July, 2024.

UNITED THERAPEUTICS CORPORATION
By:	/s/ Martine A. Rothblatt
Martine A. Rothblatt, Ph.D.
Chairperson and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Martine A. Rothblatt, Ph.D., James C. Edgemond and Paul A. Mahon, and each of them, with full power of substitution and full power to act without the others, his or her true and lawful attorney-in-fact and agent, to act for him or her and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement on Form S-8, any and all amendments (including post-effective amendments) to this Registration Statement and any subsequent registration statement the Company may hereafter file with the Commission pursuant to Rule 462(b) under the Securities Act to register additional awards, and to file this Registration Statement and any subsequent registration statement and all amendments thereto, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do, and hereby ratifies and confirms all his said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This Power of Attorney may be signed in any number of counterparts, each of which shall constitute an original and all of which, taken together, shall constitute one Power of Attorney.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Name		Title		Date
/s/ Martine A. Rothblatt		Chairperson and Chief Executive Officer (Principal Executive Officer)		July 31, 2024
Martine A. Rothblatt, Ph.D.
/s/ James C. Edgemond		Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)		July 31, 2024
James C. Edgemond
/s/ Christopher Causey		Director		July 31, 2024
Christopher Causey

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/s/ Raymond Dwek		Director		July 31, 2024
Raymond Dwek
/s/ Richard Giltner		Director		July 31, 2024
Richard Giltner
/s/ Ray Kurzweil		Director		July 31, 2024
Ray Kurzweil
/s/ Jan Malcolm	Director	July 31, 2024
Jan Malcolm
/s/ Linda Maxwell	Director	July 31, 2024
Linda Maxwell
/s/ Nilda Mesa	Director	July 31, 2024
Nilda Mesa
/s/ Judy Olian	Director	July 31, 2024
Judy Olian
/s/ Christopher Patusky	Director	July 31, 2024
Christopher Patusky
/s/ Louis Sullivan	Director	July 31, 2024
Louis Sullivan
/s/ Tommy Thompson	Director	July 31, 2024
Tommy Thompson

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