Statement of Changes in Beneficial Ownership (4)
June 24 2021 - 05:02PM
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
|
OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
|
Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
|
|
| 1. Name
and Address of Reporting Person * WILLS STEPHEN
T |
2. Issuer Name and Ticker or Trading
Symbol PALATIN TECHNOLOGIES INC [ PTN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director _____
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
Executive VP and CFO/COO |
|
(Last)
(First)
(Middle)
PALATIN TECHNOLOGIES, INC., 4B CEDAR BROOK DRIVE |
3. Date of Earliest Transaction (MM/DD/YYYY)
6/22/2021
|
|
(Street)
CRANBURY, NJ 08512
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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 |
6/22/2021 |
|
A |
|
609000 (1) |
A |
$0 (1) |
7305782 |
D |
|
|
Common stock |
6/22/2021 |
|
A |
|
200000 (2) |
A |
$0 (2) |
7505782 |
D |
|
|
Common stock |
6/22/2021 |
|
A |
|
45299 (3) |
A |
$0 (3) |
7551081 |
D |
|
|
Common stock |
6/22/2021 |
|
A |
|
108615 (4) |
A |
$0 (4) |
7659696 |
D |
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
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 |
|
Stock options (right to
buy) |
$.55 |
6/22/2021 |
|
A |
V |
497000 |
|
6/22/2024 (5) |
6/22/2031 |
Common stock |
497000 |
$0 |
497000 |
D |
|
|
Stock option (right to buy) |
$.58 |
6/22/2021 |
|
A |
V |
179985 |
|
6/22/2021 (6) |
6/16/2030 |
Common stock |
179985 |
$0 |
179985 |
D |
|
| Explanation of
Responses: |
| (1) |
Restricted share units
granted under the 2011 Stock Incentive Plan, each of which
represents the right to receive, without further payment, one share
of common stock. The restricted share units vest at the rate of 25%
per year, starting on June 22, 2022. |
| (2) |
Restricted share units
granted under the 2011 Stock Incentive Plan, each of which
represents the right to receive, without further payment, one share
of common stock. The restricted share units vest only if within two
years of the date of grant for a twenty consecutive trading day
period the price of common stock on the NYSE American for Palatin
Technologies, Inc. closes at $2.00 per share or
greater. |
| (3) |
Restricted share units
granted under the 2011 Stock Incentive Plan, each of which
represents the right to receive, without further payment, one share
of common stock. The performance condition grant, made June 24,
2019, vested in part on June 22, 2021, upon certification by the
Compensation Committee that a defined performance objective as to
78% of the target number of share units for the fiscal year ending
June 30, 2021 had been achieved, based on performance criteria
relating to advancement of melanocortin receptor-1 programs,
including initiation of clinical trials, and progress in
commercialization of Vyleesi. |
| (4) |
Restricted share units
granted under the 2011 Stock Incentive Plan, each of which
represents the right to receive, without further payment, one share
of common stock. The performance condition grant, made June 16,
2020, vested in part on June 22, 2021, upon certification by the
Compensation Committee that a defined performance objective as to
78% of the target number of share units for the fiscal year ending
June 30, 2021 had been achieved, based on performance criteria
relating to advancement of melanocortin receptor-1 programs,
including initiation of clinical trials, and progress in
commercialization of Vyleesi. |
| (5) |
The options vest at the rate
of 25% per year, starting on June 22, 2022. |
| (6) |
Stock options granted under
the 2011 Stock Incentive Plan, each of which represents the right
to receive, upon payment of the exercise price, one share of common
stock. The performance condition stock option grant, made June 16,
2020, vested in part on June 22, 2021, upon certification by the
Compensation Committee that a defined performance objective as to
78% of the target number of stock option shares for the fiscal year
ending June 30, 2021 had been achieved, based on performance
criteria relating to advancement of melanocortin receptor-1
programs, including initiation of clinical trials, and progress in
commercialization of Vyleesi. |
Reporting
Owners
|
|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
WILLS STEPHEN T
PALATIN TECHNOLOGIES, INC.
4B CEDAR BROOK DRIVE
CRANBURY, NJ 08512 |
|
|
Executive VP and CFO/COO |
|
Signatures
|
|
/s/ Stephen T. Wills, by Stephen A. Slusher,
Attorney-In-Fact |
|
6/24/2021 |
| **Signature of
Reporting Person |
Date |
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