12/02/2024 | Press release | Distributed by Public on 12/02/2024 20:03
FORM 4
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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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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) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (Right to Buy) | $10.80 | 11/27/2024 | M | 9,000(3) | (4) | 01/30/2025 | Common Stock | 9,000 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ELMS STEVE 489 5TH AVENUE 10TH FLOOR NEW YORK, NY 10017 |
X |
/s/ Steve Elms, by Michael A. Goldstein as Attorney-in-fact | 12/02/2024 |
**Signature of Reporting Person | Date |
* | 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) | These shares are owned by Aisling Capital II LP ("Aisling"), which is a fund that was established in 2007 with a 10-year life. Mr. Elms is Aisling's designee for nomination to the Board. As a Managing Member of Aisling Capital Partners, LLC ("Aisling Partners"), a control person of Aisling, and as a member of the investment committee of Aisling Capital Partners, LP ("Aisling GP"), Mr. Elms may be deemed to be the beneficial owner of shares of common stock owned of record by Aisling. Mr. Elms disclaims beneficial ownership of Aisling's investment in the Company and Aisling Partners' ownership of the Company's options, except to the extent of his pecuniary interest therein. |
(2) | Includes, as of the transaction date, (i) 12,020 restricted stock units ("RSUs") granted on February 26, 2024, which will vest fully on February 26, 2025, subject to the Reporting Person's continued service as of such vesting date; and (ii) 64,421 shares of common stock owned by the Reporting Person. |
(3) | The Reporting Person is exercising these options due to their near-term expiration date. |
(4) | These options vested monthly over a period of 24 months from the date of grant, becoming fully vested on January 30, 2017. |
Remarks: Exhibit 24 - Power of Attorney |