Aclaris Therapeutics Inc.

12/03/2024 | Press release | Distributed by Public on 12/03/2024 16:43

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN 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
OMB APPROVAL
OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
Davis Hugh M.
2. Issuer Name and Ticker or Trading Symbol
Aclaris Therapeutics, Inc. [ACRS] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President and COO
(Last) (First) (Middle)
C/O ACLARIS THERAPEUTICS, INC., 701 LEE ROAD, SUITE 103 		3. Date of Earliest Transaction (Month/Day/Year)
12/02/2024
(Street)
WAYNE, PA 19087 		4. If Amendment, Date Original Filed (Month/Day/Year)
 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year) 		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
Employee Stock Option (Right to Buy) $3.96 12/02/2024 A 375,000(1) (2) 12/01/2034 Common Stock 375,000 $ 0 375,000 D
Restricted Stock Units (3) 12/02/2024 A 107,000(1) (4) 12/01/2034 Common Stock 107,000 $ 0 107,000 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Davis Hugh M.
C/O ACLARIS THERAPEUTICS, INC.
701 LEE ROAD, SUITE 103
WAYNE, PA 19087 		X President and COO

Signatures

/s/ Matthew Rothman, Attorney-in-Fact 12/03/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The securities were granted pursuant to the Issuer's 2024 Inducement Plan (the "Plan") as a material inducement to the Reporting Person's acceptance of employment with the Issuer in accordance with Nasdaq Listing Rule 5635(c)(4).
(2) Exercisable with respect to 25% of the shares subject to the option vesting on each of the first, second, third and fourth anniversaries of December 2, 2024 (in each case rounded down to the nearest whole share, except for the last vesting installment), subject to recipient's Continuous Service (as defined in the Plan) through each such date.
(3) Each restricted stock unit represents a contingent right to receive one share of common stock of the Issuer.
(4) Four year vesting with 25% of the shares subject to the restricted stock units vesting on each of the first, second, third and fourth anniversaries of December 2, 2024 (in each case rounded down to the nearest whole share, except for the last vesting installment), subject to recipient's Continuous Service through each such date.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.