Statement of Changes in Beneficial Ownership (4)
January 17 2019 - 6:40PM
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
ROTHBLATT MARTINE A
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2. Issuer Name
and
Ticker or Trading Symbol
UNITED THERAPEUTICS Corp
[
UTHR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chairman & CEO
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(Last)
(First)
(Middle)
C/O UNITED THERAPEUTICS CORPORATION, 1040 SPRING STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
1/16/2019
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(Street)
SILVER SPRING, MD 20910
(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
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1/16/2019
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M
(1)
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7054
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A
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$52.65
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7194
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D
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Common Stock
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1/16/2019
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S
(1)
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5554
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D
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$113.2782
(2)
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1640
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D
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Common Stock
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1/16/2019
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S
(1)
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1000
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D
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$114.512
(3)
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640
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D
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Common Stock
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1/16/2019
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S
(1)
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500
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D
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$115.528
(4)
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140
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D
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Common Stock
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1/17/2019
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M
(1)
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7054
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A
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$52.65
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7194
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D
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Common Stock
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1/17/2019
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S
(1)
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1903
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D
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$112.9939
(5)
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5291
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D
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Common Stock
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1/17/2019
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S
(1)
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4606
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D
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$114.0108
(6)
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685
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D
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Common Stock
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1/17/2019
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S
(1)
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545
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D
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$114.7123
(7)
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140
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D
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Common Stock
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166
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I
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By Spouse
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Common Stock
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683489
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I
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By Trusts
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Options
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$52.65
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1/16/2019
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M
(1)
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7054
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12/31/2009
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12/31/2019
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Common Stock
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7054
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$0
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84650
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D
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Stock Options
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$52.65
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1/17/2019
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M
(1)
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7054
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12/31/2009
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12/31/2019
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Common Stock
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7054
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$0
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77596
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D
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Explanation of Responses:
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(1)
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This exercise of stock options and corresponding sale of shares was pursuant to a Rule 10b5-1 trading plan (the "plan") entered into by the reporting person. The plan is designed to exercise and sell up to 148,138 stock options (which expire at the end of 2019) during the month of January 2019, in equal tranches of approximately 7,055 shares per day assuming certain conditions are met.
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(2)
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This transaction was executed in multiple trades at prices ranging from $112.82 to $113.79. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
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(3)
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This transaction was executed in multiple trades at prices ranging from $114.11 to $115.00. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
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(4)
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This transaction was executed in multiple trades at prices ranging from $115.13 to $115.81. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
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(5)
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This transaction was executed in multiple trades at prices ranging from $112.46 to $113.44. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
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(6)
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This transaction was executed in multiple trades at prices ranging from $113.47 to $114.36. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
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(7)
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This transaction was executed in multiple trades at prices ranging from $114.55 to $114.87. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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ROTHBLATT MARTINE A
C/O UNITED THERAPEUTICS CORPORATION
1040 SPRING STREET
SILVER SPRING, MD 20910
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X
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Chairman & CEO
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Signatures
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/s/ John S. Hess, Jr. under Power of Attorney
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1/17/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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