Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Finley John David

(Last)

(First)

(Middle)

7750 EL CAMINO REAL, SUITE 2A

(Street)

CARLSBAD,

92009

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PALISADE BIO, INC. [ PALI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO, CFO, Director

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01⁽¹⁾	02/06/2024		M		3,475⁽¹⁾	A	$0.00⁽¹⁾	88,124	D
Common Stock, par value $0.01⁽²⁾	02/06/2024		M		3,167⁽²⁾	A	$0.00⁽²⁾	91,291	D
Common Stock, par value $0.01								777	I	By FCW Investments, LLC⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units⁽⁵⁾	⁽⁵⁾	02/06/2024		M			3,475	⁽⁴⁾	⁽⁴⁾	Common Stock	3,475	⁽⁵⁾	27,800	D
Restricted Stock Units⁽⁶⁾	⁽⁶⁾	02/06/2024		M			3,167	⁽⁴⁾	⁽⁴⁾	Common Stock	3,167	⁽⁶⁾	34,833	D

Explanation of Responses:

1. Represents the issuance of common stock upon the vesting and settlement of outstanding restricted stock units for the restricted stock units granted on February 6, 2023.

2. Represents the issuance of common stock upon the vesting and settlement of outstanding restricted stock units for the restricted stock units granted on November 21, 2023.

3. Reporting Person is the managing member of FCW Investments LLC and has the sole investment and voting power over the securities held by this entity.

4. Each restricted stock unit represents the right to receive, at settlement, one share of common stock.

5. This restricted stock unit was granted on February 6, 2023, and 3,475 restricted stock units subject to the award vested on February 6, 2024, and an additional 27,800 restricted stock units will vest in equal quarterly installments over the remaining portion of the three-year period from the grant date, subject to Reporting Person continuing to be a service provider to Issuer at the time of vesting.

6. This restricted stock unit was granted on November 21, 2023 and 3,167 restricted stock units subject to the award vested on February 6, 2024 and an additional 34,833 restricted stock units will vest in equal quarterly installments over the remaining portion of the three-year period from the grant date, subject to Reporting Person continuing to be a service provider to Issuer at the time of vesting.

	/s/ JD Finley	02/08/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.