Statement of Changes in Beneficial Ownership (4)
April 15 2022 - 04:11PM
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 * Rome
Zachary |
2. Issuer Name and Ticker or Trading
Symbol Timber Pharmaceuticals, Inc. [ TMBR ] |
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 TIMBER PHARMACEUTICALS, INC., 110 ALLEN ROAD, SUITE
401 |
3. Date of Earliest Transaction (MM/DD/YYYY)
3/4/2022
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(Street)
BASKING RIDGE, NJ 07920
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
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. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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) |
Code |
V |
Amount |
(A) or (D) |
Price |
Common Stock, par value $0.001 per
share |
3/4/2022 |
|
M |
|
79326 |
A |
$0.01 |
79326 |
D |
|
Common Stock, par value $0.001 per
share |
3/4/2022 |
|
F(1) |
|
19630 |
D |
$0.28 |
59696 |
D |
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
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 |
Value Appreciation Rights |
$0.01 |
3/4/2022 |
|
D |
|
|
52884 |
3/4/2022 |
3/1/2029 |
Common Stock, par value $0.001 per
share |
52884 |
$0 (2) |
79326 |
D |
|
Value Appreciation Rights |
$0.01 |
3/4/2022 |
|
M |
|
79326 |
|
3/4/2022 |
3/1/2029 |
Common Stock, par value $0.001 per
share |
79326 |
$0 (2) |
0 |
D |
|
Explanation of
Responses: |
(1) |
Represents shares of common
stock, par value $0.001 per share (the "Common Stock") of Timber
Pharmaceuticals, Inc. (the "Issuer") withheld by the Issuer to
satisfy tax withholding obligations on the exercise of value
appreciation rights ("VARs"). |
(2) |
The VARs were to vest in
five equal annual installments commencing on March 1, 2019, so long
as the Reporting Person remained employed by the Issuer or its
affiliates. The Reporting Person stepped down from his positions as
the Chief Operating Officer and Executive Vice President of the
Issuer effective March 4, 2022. As a result, the VARs were
exercisable as of March 4, 2022. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Rome Zachary
C/O TIMBER PHARMACEUTICALS, INC.
110 ALLEN ROAD, SUITE 401
BASKING RIDGE, NJ 07920 |
X |
|
|
|
Signatures
|
/s/ Joseph Lucchese, Power of
Attorney |
|
4/15/2022 |
**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 control number. |
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