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

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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).

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^*

Trenschel Robert J.

(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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/08/2024

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⁾	02/08/2024		M		5,100	A	$0.00⁽¹⁾	5,100	D
Common Stock, par value $0.01⁽¹⁾	02/08/2024		M		5,820	A	$0.00⁽²⁾	10,920	D

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⁽³⁾	⁽³⁾	02/08/2024		M			5,100	⁽⁵⁾	⁽⁵⁾	Common Stock	5,100	$0.00	0	D
Restricted Stock Units⁽⁴⁾	⁽⁴⁾	02/08/2024		M			5,820	⁽⁵⁾	⁽⁵⁾	Common Stock	5,820	$0.00	0	D
Common Stock Options⁽⁶⁾⁽⁷⁾	$1.6	02/08/2024		M			12,160	06/11/2023	06/11/2033	Common Stock	12,160	$0.00	0	D
Common Stock Options⁽⁶⁾⁽⁷⁾	$1.6	02/08/2024		M		12,160		06/11/2023	06/11/2033	Common Stock	12,160	$0.00	12,160	D
Common Stock Options⁽⁶⁾⁽⁸⁾	$0.59	02/08/2024		M			6,880	11/21/2023	11/21/2033	Common Stock	6,880	$0.00	0	D
Common Stock Options⁽⁶⁾⁽⁸⁾	$0.59	02/08/2024		M		6,880		11/21/2023	11/21/2033	Common Stock	6,880	$0.00	6,880	D

Explanation of Responses:

1. Represents the issuance of common stock upon the vesting and settlement of outstanding restricted stock units granted on June 11, 2023, resulting from the full accelerated vesting in connection with Reporting Person's resignation from the Issuer's Board of Directors.

2. Represents the issuance of common stock upon the vesting and settlement of outstanding restricted stock units granted on November 21, 2023, resulting from the full accelerated vesting in connection with Reporting Person's resignation from the Issuer's Board of Directors.

3. This restricted stock unit was granted on June 11, 2023 and pursuant to the issuance upon full vesting as described in Footnote 1, is no longer outstanding.

4. This restricted stock unit was granted on November 21, 2023 and pursuant to the issuance upon full vesting described in Footnote 2, is no longer outstanding.

5. Each restricted stock unit represents the right to receive one share of common stock.

6. Each option represents the right to purchase one share of common stock at the exercise price.

7. Represents the modification of the option granted on June 11, 2023, resulting in (i) immediate vesting in full of the outstanding grant and (ii) extension of the exercise period until the expiration date in connection with Reporting Person's resignation from the Issuer's Board of Directors.

8. Represents the modification of the option granted on November 21, 2023, resulting in (i) immediate vesting in full of the outstanding grant and (ii) extension of the exercise period until the expiration date in connection with Reporting Person's resignation from the Issuer's Board of Directors.

	/s/ Robert Trenschel	02/13/2024
	** 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).
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