ARS Pharmaceuticals Inc.

12/11/2024 | Press release | Distributed by Public on 12/11/2024 17:31

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 *
Tanimoto Sarina
2. Issuer Name and Ticker or Trading Symbol
ARS Pharmaceuticals, Inc. [SPRY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CHIEF MEDICAL OFFICER
(Last) (First) (Middle)
C/O ARS PHARMACEUTICALS, INC., 11682 EL CAMINO REAL, SUITE 120
3. Date of Earliest Transaction (Month/Day/Year)
12/10/2024
(Street)
SAN DIEGO, CA 92130
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 3,433,512 D
Common Stock 12/10/2024 S 50,000(1) D $13.1653(2) 1,246,494 I By Richard Lowenthal Charitable Remainder UniTrust Dated January 7, 2020(3)
Common Stock 12/10/2024 S 50,000(1) D $13.1631(4) 1,148,499 I By Lowenthal-Tanimoto Family Trust U/A DTD 4/3/2006(5)
Common Stock 1,347,447 I By Sarina Tanimoto Charitable Remainder UniTrust Dated January 7, 2020(6)
Common Stock 4,327,189 I By Spouse
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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Tanimoto Sarina
C/O ARS PHARMACEUTICALS, INC.
11682 EL CAMINO REAL, SUITE 120
SAN DIEGO, CA 92130
X CHIEF MEDICAL OFFICER

Signatures

/s/ Kathleen Scott, 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) The shares were sold pursuant to a Rule 10b5-1 trading plan entered into on March 31, 2023.
(2) The weighted average sale price for the transaction report was $13.1653, and the range of prices were between $12.94 and $13.535. Upon request by 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.
(3) The Reporting Person's spouse is trustee of the trust. The Reporting Person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
(4) The weighted average sale price for the transaction reported was $13.1631, and the range of prices were between $12.94 and $13.535. Upon request by 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 shares are held in trust for the benefit of the Reporting Person and her spouse. The Reporting Person and her spouse are trustees of the trust.
(6) The Reporting Person is trustee of the trust.
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.