Amended Statement of Changes in Beneficial Ownership (4/a)
16 Diciembre 2019 - 4:15PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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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1. Name and Address of Reporting Person
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BALL KRISTINE M |
2. Issuer Name and Ticker or Trading Symbol
Menlo Therapeutics Inc.
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MNLO
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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)
200 CARDINAL WAY, 2ND FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/11/2019 |
(Street)
REDWOOD CITY, CA 94063
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
12/16/2019 |
6. Individual or Joint/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 (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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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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Common stock | 12/11/2019 | | M | | 80300 | A | (1) | 80300 | D | |
Common stock | 12/11/2019 | | F | | 27766 | D | $4.52 | 52534 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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 |
Restricted Stock Units | (1) | 12/11/2019 | | M | | | 80300 | (1) | (1) | Common Stock | 80300 | $0.00 | 0 | D | |
Explanation of Responses: |
(1) | On July 29, 2019, the Reporting Person was granted 80,300 restricted stock units ("RSUs"), for which the Reporting Person is entitled to receive one (1) share of Common Stock for each RSU upon vesting. The RSUs were scheduled to vest in two (2) equal annual installments beginning July 29, 2020. The vesting of the RSUs was accelerated in full on December 11, 2019 in connection with the pending transactions contemplated by the Agreement and Plan of Merger entered into on November 10, 2019 among the Issuer, Foamix Pharmaceuticals Ltd and Giants Merger Subsidiary Ltd., a wholly-owned subsidiary of the Issuer, in order to mitigate potential negative tax consequences to both the Issuer and the Reporting Person under Section 280G and 4999 of the Internal Revenue Code. |
Remarks: Senior Vice President, Corporate Strategy and Chief Financial Officer
The original Form 4, filed on December 13, 2019, is being amended by this Form 4 amendment solely to correct an administrative error, which was the omission of the disposal of restricted stock units from Table II that resulted in the acquisition of common stock reported in Table I. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
BALL KRISTINE M 200 CARDINAL WAY, 2ND FLOOR REDWOOD CITY, CA 94063 |
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| See Remarks |
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Signatures
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/s/ Ronald A. Krasnow as attorney-in-fact for | | 12/16/2019 |
**Signature of Reporting Person | Date |
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