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^*

Kestenberg-Messina Kaitlin M.

(Last)

(First)

(Middle)

C/O ADMA BIOLOGICS, INC.

5800 PARK OF COMMERCE BLVD. NW,

(Street)

BOCA RATON

33487

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ADMA BIOLOGICS, INC. [ ADMA ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	COO and SVP, Compliance

3. Date of Earliest Transaction (Month/Day/Year)
08/30/2024

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	08/30/2024		M		8,125	A	$2.35	457,213	D
Common Stock	08/30/2024		M		4,375	A	$2.59	461,588	D
Common Stock	08/30/2024		M		6,650	A	$5.94	468,238	D
Common Stock	08/30/2024		M		5,000	A	$4.72	473,238	D
Common Stock	08/30/2024		S		24,150	D	$16.8965⁽¹⁾	449,088⁽²⁾⁽³⁾	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)
Common Stock	$2.35	08/30/2024		M			8,125	⁽⁴⁾	02/25/2031	Common Stock	8,125	$2.35	3,750	D
Common Stock	$2.59	08/30/2024		M			4,375	⁽⁵⁾	03/10/2030	Common Stock	4,375	$2.59	0	D
Common Stock	$5.94	08/30/2024		M			6,650	⁽⁶⁾	10/09/2028	Common Stock	6,650	$5.94	0	D
Common Stock	$4.72	08/30/2024		M			5,000	⁽⁷⁾	05/03/2028	Common Stock	5,000	$4.72	0	D

Explanation of Responses:

1. The price reported in Column 4 is the weighted average price. These shares were sold in multiple transactions at prices ranging from $16.72 to $17.02. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

2. Includes, as of the transaction date (i) 192,320 unvested RSUs granted on April 1, 2024, that will vest in equal quarterly installments on each annual anniversary of the date of grant, over four years, subject to the reporting person's continued service as of the applicable vesting date; (ii) 22,500 unvested RSUs granted on July 24, 2023, that will vest in equal quarterly installments on each annual anniversary of the date of grant, over four years, subject to the reporting person's continued service as of the applicable vesting date; (iii) 71,250 unvested RSUs granted on March 6, 2023, that will vest in equal quarterly installments on each annual anniversary of the date of grant, over four years, subject to the reporting person's continued service as of the applicable vesting date; (iv) 20,000 unvested RSUs granted on March 7, 2022, that will vest in equal quarterly installments on each annual anniversary of the date of grant, over four years, subject to

3. (continued from footnote 2) the reporting person's continued service as of the applicable vesting date; (v) 12,500 unvested RSUs granted on September 28, 2021, which are the remaining unvested RSUs of the 100,000 RSUs granted on September 28, 2021 which vest on a schedule of 50% vesting on December 31, 2022 and the remaining vesting quarterly from March 31, 2023 to December 31, 2024, subject to the reporting person's continued service as of the applicable vesting date; (vi) 5,000 unvested RSUs granted on February 25, 2021, that will vest in equal quarterly installments on each annual anniversary of the date of grant, over four years, subject to the reporting person's continued service as of the applicable vesting date; and (vii) 125,518 shares of common stock owned by the reporting person, which reflects the prior net settlement upon vesting of previously granted RSUs after the withholding of shares to cover applicable taxes.

4. These options were granted on February 25, 2021 and will vest over four years with 25% of the shares of common stock underlying the options vesting on the one-year anniversary of the date of grant and the remaining 75% of such shares vesting monthly in equal installments over the next three years thereafter, subject to the reporting person's continued service as of the applicable vesting date, and will become fully vested on February 25, 2025.

5. These options were granted on March 10, 2020 and are fully vested.

6. These options were granted on October 9, 2018 and are fully vested.

7. These options were granted on May 3, 2018 and are fully vested.

	/s/ Kaitlin M. Kestenberg-Messina, by Adam S. Grossman as Attorney-in-fact	08/30/2024
	** 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.
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