Statement of Changes in Beneficial Ownership (4)
March 11 2020 - 5:58PM
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
*
Wiley Matthew T. |
2. Issuer Name and Ticker or Trading Symbol
Menlo Therapeutics Inc.
[
MNLO
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Commercial Officer |
(Last)
(First)
(Middle)
200 CARDINAL WAY, 2ND FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/9/2020 |
(Street)
REDWOOD CITY, CA 94063
(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 | 3/9/2020 | | A | | 20896 | A | (1) | 20896 | D | |
Common Stock | 3/9/2020 | | A | | 46680 (2) | A | (1) | 67576 | 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 | $6.86 | 3/9/2020 | | A | | 59240 | | (3) | 12/3/2028 | Common Stock | 59240 | (1) | 59240 | D | |
Stock Options | $6.81 | 3/9/2020 | | A | | 57086 | | (4) | 2/24/2030 | Common Stock | 57086 | (1) | 57086 | D | |
Explanation of Responses: |
(1) | Received in or in connection with the merger of Foamix Pharmaceuticals Ltd. ("Foamix"), and Giants Merger Subsidiary Ltd., a direct, wholly owned subsidiary of Menlo Therapeutics Inc. ("Menlo"), in exchange for Foamix equity securities, as further described in the Form 4 filed by the Reporting Person on the date hereof in respect of the Reporting Person's interests in Foamix equity securities. The Reporting Person also received certain contingent stock rights which are subject to the terms and conditions of the contingent stock rights agreement, dated as of March 9, 2020, by and between American Stock Transfer & Trust Company, LLC and Menlo, or related contractual interests, either of which may entitle the Reporting Person to certain additional Menlo equity securities or the adjustment of certain Menlo equity securities, all as further described in that Current Report on Form 8-K filed by Menlo with the Securities and Exchange Commission on March 9, 2020. |
(2) | Represents restricted stock unit awards, each of which by its terms represents a contingent right to receive one share of common stock of Menlo. |
(3) | The ordinary shares underlying this option vest over a period of four years (25% on December 31, 2019 and 6.25% every three months thereafter) ending December 31, 2022. |
(4) | The ordinary shares underlying this option vest over a period of four years (25% on March 31, 2021 and 6.25% every three months thereafter) ending March 31, 2024. |
Reporting Owners
|
Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Wiley Matthew T. 200 CARDINAL WAY, 2ND FLOOR REDWOOD CITY, CA 94063 |
|
| Chief Commercial Officer |
|
Signatures
|
/s/ Mutya Harsch, attorney-in-fact for Matthew Wiley | | 3/11/2020 |
**Signature of Reporting Person | Date |
Menlo Therapeutics (NASDAQ:MNLO)
Historical Stock Chart
From Mar 2024 to Apr 2024
Menlo Therapeutics (NASDAQ:MNLO)
Historical Stock Chart
From Apr 2023 to Apr 2024