Statement of Changes in Beneficial Ownership (4)

Date : 02/11/2019 @ 9:21PM
Source : Edgar (US Regulatory)
Stock : Conatus Pharmaceuticals Inc (CNAT)
Quote : 0.38  -0.0059 (-1.53%) @ 6:11PM

Statement of Changes in Beneficial Ownership (4)

FORM 4
[ ] 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
                                                                                  
OMB APPROVAL
OMB Number: 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
                      

1. Name and Address of Reporting Person *

RIPLEY DANIEL L.
2. Issuer Name and Ticker or Trading Symbol

Conatus Pharmaceuticals Inc. [ CNAT ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
SVP, Bus Dev, P&A Mgmt
(Last)          (First)          (Middle)

C/O CONATUS PHARMACEUTICALS INC., 16745 WEST BERNARDO DRIVE, SUITE 200
3. Date of Earliest Transaction (MM/DD/YYYY)

2/7/2019
(Street)

SAN DIEGO, CA 92127
(City)        (State)        (Zip)
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   5/14/2018     A (1)   V 1290   A $3.31   (2) 30570   I   See footnote.   (3)
Common Stock   11/14/2018     A (1)   V 1861   A $3.15   (4) 32431   I   See footnote.   (3)

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
Stock Option (Right to Buy)   $2.00   2/7/2019     A      100000         (5) 2/6/2029   Common Stock   100000   $0.00   100000   D    

Explanation of Responses:
(1)  These shares were acquired under the Company's 2013 Employee Stock Purchase Plan in transactions that were exempt under both Rule 16b-3(d) and Rule 16b-3(c).
(2)  In accordance with the Company's 2013 Employee Stock Purchase Plan, these shares were purchased based on 85% of the closing price of the Issuer's common stock on May 14, 2018, which was the last trading day of the applicable offering period.
(3)  Held by family trust of which the Reporting Person is a trustee. Shares transferred from Reporting Person to family trust immediately following acquisition.
(4)  In accordance with the Company's 2013 Employee Stock Purchase Plan, these shares were purchased based on 85% of the closing price of the Issuer's common stock on May 15, 2018, which was the first trading day of the applicable offering period.
(5)  The option was granted on February 7, 2019. 25% of the total number of shares of common stock subject to the option will vest on February 6, 2020, and 1/48th of the total number of shares of common stock subject to the option will vest monthly thereafter, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
RIPLEY DANIEL L.
C/O CONATUS PHARMACEUTICALS INC.
16745 WEST BERNARDO DRIVE, SUITE 200
SAN DIEGO, CA 92127


SVP, Bus Dev, P&A Mgmt

Signatures
/s/ Michelle L. Vandertie, Attorney-in-Fact for Daniel L. Ripley 2/11/2019
** 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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