Statement of Changes in Beneficial Ownership (4)
November 02 2021 - 4:05PM
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
*
Besthof Robert |
2. Issuer Name and Ticker or Trading Symbol
NRX Pharmaceuticals, Inc.
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NRXP
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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) Chief Comm. & Patient Officer |
(Last)
(First)
(Middle)
C/O NRX PHARMACEUTICALS, INC., 1201 NORTH MARKET STREET, SUITE 111 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/16/2021 |
(Street)
WILMINGTON, DE 19801
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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 | 8/16/2021 | | M | | 63710 | A(1) | $0.20 | 63710 | D | |
Common Stock | 9/15/2021 | | S | | 40000 | D | $11.76 | 23710 | 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 |
Employee Stock Option (Right to buy) | $0.20 | 8/16/2021 | | C | | | 100000 | (1) | 3/1/2026 | Common Stock | 100000 | $0.20 | 247200 | D | |
Restricted Stock Units | (2) | 8/16/2021 | | A | | 36290 (2) | | (2) | (2) | Common Stock | 36290 | $0.00 | 36290 | D | |
Explanation of Responses: |
(1) | The options are fully vested. |
(2) | Shares and restricted stock units acquired pursuant to the exercise of 100,000 vested stock options under the NRX Pharmaceuticals, Inc. 2021 Omnibus Incentive Plan (the "Plan"). The Reporting person received 63,701 freely tradable shares of common stock, par value $0.001 per share, of NRX Pharmaceuticals, Inc. (the "Common Stock") and 36,290 restricted stock units, each restricted stock unit representing a right to receive one share of Common Stock. The restricted stock units remain in the Plan and are subject to forfeiture if the Earnout Share Milestone and the Earnout Cash Milestone (as defined in the Merger Agreement) do not occur on or prior to December 31, 2022. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Besthof Robert C/O NRX PHARMACEUTICALS, INC. 1201 NORTH MARKET STREET, SUITE 111 WILMINGTON, DE 19801 |
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| Chief Comm. & Patient Officer |
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Signatures
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/s/ Robert Besthof | | 11/2/2021 |
**Signature of Reporting Person | Date |
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