Ownership Submission
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FORM 4
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Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT 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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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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Simonson Steven
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2. Issuer Name and Ticker or Trading Symbol
WINDTREE THERAPEUTICS INC /DE/ [WINT]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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SVP, Chief Medical Officer /
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(Last)
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(First)
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(Middle)
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2600 KELLY ROAD , SUITE 100
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3. Date of Earliest Transaction (Month/Day/Year)
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(Street)
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WARRINGTON
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PA
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18976
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4. If Amendment, Date Original Filed(Month/Day/Year)
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6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Simonson Steven
2600 KELLY ROAD
SUITE 100
WARRINGTON, PA18976
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SVP, Chief Medical Officer
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Signatures
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/s/ Jamie McAndrew, as Attorney-in-Fact
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2024-07-24
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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(1)
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On July 22, 2024, the Reporting Person acquired 13 shares of the Issuer's Series C Convertible Preferred Stock, $0.001 par value ("Series C Preferred Stock"), in a private placement by the Issuer pursuant to the terms of a Securities Purchase Agreement dated as of July 18, 2024 (the "Purchase Agreement"). The shares of Series C Preferred Stock have the rights and preferences set forth on the certificate of designations of Series C Preferred Stock filed with the Secretary of State for the State of Delaware on July 19, 2024. The Series C Preferred Stock has a stated value of $1,000 per share and currently has a conversion price of $3.74 per share. The Series C Preferred Stock has no expiration date.
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(2)
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Pursuant to the Purchase Agreement, the Reporting Person acquired 2,674 warrants to purchase 2,674 shares of the Issuer's common stock, $0.001 par value per share ("Warrants"). The Warrants have an exercise price of $4.11 per share, subject to customary adjustments, and will become exercisable on the six month and one day anniversary of the issuance date (the "Initial Exercisability Date"), and expire on the fifth (5th) anniversary of the Initial Exercisability Date.
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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.
