AN2 Therapeutics Inc.

11/05/2024 | Press release | Distributed by Public on 11/05/2024 15:52

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 *
Eizen Joshua M
2. Issuer Name and Ticker or Trading Symbol
AN2 Therapeutics, Inc. [ANTX] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
See Remarks
(Last) (First) (Middle)
C/O AN2 THERAPEUTICS, INC., 1800 EL CAMINO REAL, SUITE D 		3. Date of Earliest Transaction (Month/Day/Year)
11/04/2024
(Street)
MENLO PARK, CA 94027 		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 11/04/2024 A 31,500(1) A $ 0 126,335(2)(3) D
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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
Stock Option (right to buy) $1.08 11/04/2024 A 63,000 (4) 11/03/2034 Common Stock 63,000 $ 0 63,000 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Eizen Joshua M
C/O AN2 THERAPEUTICS, INC.
1800 EL CAMINO REAL, SUITE D
MENLO PARK, CA 94027 		See Remarks

Signatures

/s/ Lucy Day, Attorney-in-Fact for Joshua M. Eizen 11/05/2024
**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) Represents a grant of restricted stock units ("RSUs"). RSUs vest as follows: 1/4th of the RSUs vest annually over four years from November 4, 2024 until fully vested on November 4, 2028, subject to the Reporting Person's continuous service as of such date.
(2) Includes (a) a balance of 30,000 RSUs which vest as follows: 1/4th of the RSUs vest annually over four years from January 1, 2024 and (b) a balance of 60,000 RSUs which vest as follows: 1/4th of the RSUs vest on January 1, 2025, 1/2 of the RSUs vest on January 1, 2026 and 1/4th of the RSUs vest on July 1, 2026, subject to the Reporting Person's continuous service as of such date.
(3) Reflects the adjusted total which includes the purchase of 2,386 shares under the Issuer's 2022 Employee Stock Purchase Plan on March 31, 2024 and 2 shares under the Issuer's 2022 Employee Stock Purchase Plan on September 30, 2024.
(4) The shares subject to the option are exercisable and vest as follows: 1/48th of the shares vest and becomes exercisable monthly over four years from November 4, 2024 until fully vested and exercisable on November 4, 2028, subject to the Reporting Person's continuous service as of such date.

Remarks:
Chief Operating Officer and Chief Legal Officer
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.