Olema Pharmaceuticals Inc.

12/11/2024 | Press release | Distributed by Public on 12/11/2024 18:55

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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Zojwalla Naseem
2. Issuer Name and Ticker or Trading Symbol
Olema Pharmaceuticals, Inc. [OLMA] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CHIEF MEDICAL OFFICER
(Last) (First) (Middle)
C/O OLEMA PHARMACEUTICALS, INC., 780 BRANNAN ST 		3. Date of Earliest Transaction (Month/Day/Year)
12/09/2024
(Street)
SAN FRANCISCO, CA 94103 		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
Common Stock 12/09/2024 A 52,000(1) A $ 0 143,314(2) D
Common Stock 12/10/2024 S(3) 13,283 D $9.37(4) 130,031 D
Common Stock 12/11/2024 S(3) 14,202 D $8.66(5) 115,829 D
Common Stock 12/11/2024 S(3) 320 D $9.39(6) 115,509 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Zojwalla Naseem
C/O OLEMA PHARMACEUTICALS, INC.
780 BRANNAN ST
SAN FRANCISCO, CA 94103 		CHIEF MEDICAL OFFICER

Signatures

/s/ Shane Kovacs, Attorney-in-Fact 12/11/2024
**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) On November 11, 2022, the Reporting Person was granted certain performance restricted stock units ("PRSUs") for 80,000 shares, which were subject to vesting upon certification by the Compensation Committee of the Company's achievement of two different performance milestones. 35% of the award previously vested on November 20, 2023. On December 9, 2024, the Compensation Committee certified that the remaining 65% of the award vested based on achievement of certain performance criteria.
(2) Includes 1,490 shares acquired under the Issuer's Employee Stock Purchase Plan on June 30, 2024.
(3) The sale reported on this Form 4 represents shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of PRSUs. The sale occurred automatically to satisfy the tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.
(4) The weighted average sale price for the transaction reported was $9.37, and the range of prices was between $8.89 and $9.67. Upon request from the SEC staff, the issuer, or any security holder of the issuer, full information regarding the number of shares sold at each separate price will be provided.
(5) The weighted average sale price for the transaction reported was $8.66, and the range of prices was between $8.22 and $9.21. Upon request from the SEC staff, the issuer, or any security holder of the issuer, full information regarding the number of shares sold at each separate price will be provided.
(6) The weighted average sale price for the transaction reported was $9.39, and the range of prices was between $9.31 and $9.74. Upon request from the SEC staff, the issuer, or any security holder of the issuer, full information regarding the number of shares sold at each separate price will be provided.
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.