Statement of Changes in Beneficial Ownership (4)
December 27 2019 - 5:11PM
Edgar (US Regulatory)
FORM 4
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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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3235-0287
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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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CASAMENTO CHARLES J |
2. Issuer Name and Ticker or Trading Symbol
RELMADA THERAPEUTICS, INC.
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RLMD
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O RELMADA THERAPEUTICS, INC., 880 THIRD AVENUE, 12TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/24/2019 |
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(Street)
NEW YORK, NY 10022
(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 | 12/24/2019 | | M | | 46484 | A | $3.24 | 46484 | D | |
| Common Stock | 12/24/2019 | | M | | 21094 | A | $4.60 | 67578 | D | |
| Common Stock | 12/24/2019 | | F | | 3706 (1) | D | $40.64 | 63872 | D | |
| Common Stock | 12/24/2019 | | F | | 2388 (2) | D | $40.64 | 61484 (3) | 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 |
| Options to purchase common stock | $3.24 | 12/24/2019 | | M | | | 46484 | 10/20/2017 (4) | 12/26/2019 | Common Stock | 3706 | $0 | 59766 | D | |
| Options to purchase common stock | $4.6 | 12/24/2019 | | M | | | 21094 | 12/20/2018 (5) | 12/26/2019 | Common Stock | 2388 | $0 | 91406 | D | |
| Explanation of Responses: |
| (1) | Reflects 3,706 shares withheld at the market price of $40.64 per share to fund the cashless exercise of 46,484 options owned by Mr. Casamento, which cashless exercise was approved by the Board of Directors. |
| (2) | Reflects 2,388 shares withheld at the market price of $40.64 per share to fund the cashless exercise of 21,094 options owned by Mr. Casamento, which cashless exercise was approved by the Board of Directors. |
| (3) | The shares of common stock held by Mr. Casamento remain subject to the terms of the Lock-Up Agreement, dated November 21, 2019, between Mr. Casamento and Jefferies LLC, as representative of the several underwriters listed on Schedule A to the Underwriting Agreement, dated December 3, 2019, by and among Jefferies LLC, SVB Leerink LLC and Relmada Therapeutics, Inc. |
| (4) | The options vest from the date of grant in equal quarterly increments of 6.25% over a four year period. |
| (5) | The options vest from the date of grant in equal quarterly increments of 6.25% over a four year period. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
CASAMENTO CHARLES J
C/O RELMADA THERAPEUTICS, INC.
880 THIRD AVENUE, 12TH FLOOR
NEW YORK, NY 10022 | X |
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Signatures
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| /s/ Charles J. Casamento | | 12/27/2019 |
| **Signature of Reporting Person | Date |