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^*

Cohen Yuval

(Last)

(First)

(Middle)

C/O CORBUS PHARMACEUTICALS HOLDINGS, INC

500 RIVER RIDGE DRIVE

(Street)

NORWOOD

02062

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Corbus Pharmaceuticals Holdings, Inc. [ CRBP ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/14/2024

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 $0.0001 per share	06/14/2024		M		16,830	A	$14.1	101,230⁽¹⁾	D
Common Stock, par value $0.0001 per share	06/14/2024		S⁽²⁾		16,830	D	$50.1662⁽³⁾	84,400⁽¹⁾	D
Common Stock, par value $0.0001 per share	06/14/2024		M		12,487	A	$4.26	96,887⁽¹⁾	D
Common Stock, par value $0.0001 per share	06/14/2024		S⁽²⁾		12,487	D	$50.1662⁽³⁾	84,400⁽¹⁾	D
Common Stock, par value $0.0001 per share	06/17/2024		M		9,333	A	$30	93,733⁽¹⁾	D
Common Stock, par value $0.0001 per share	06/17/2024		S⁽²⁾		9,333	D	$46.0203⁽⁴⁾	84,400⁽¹⁾	D
Common Stock, par value $0.0001 per share	06/17/2024		M		1,770	A	$4.26	86,170⁽¹⁾	D
Common Stock, par value $0.0001 per share	06/17/2024		S⁽²⁾		1,770	D	$46.0203⁽⁴⁾	84,400⁽¹⁾	D
Common Stock, par value $0.0001 per share	06/18/2024		M		11,667	A	$30	96,067⁽¹⁾	D
Common Stock, par value $0.0001 per share	06/18/2024		S⁽²⁾		11,667	D	$42.237⁽⁵⁾	84,400⁽¹⁾	D
Common Stock, par value $0.0001 per share	06/18/2024		M		1,770	A	$14.1	86,170⁽¹⁾	D
Common Stock, par value $0.0001 per share	06/18/2024		S⁽²⁾		1,770	D	$42.237⁽⁵⁾	84,400⁽¹⁾	D
Common Stock, par value $0.0001 per share	06/18/2024		M		2,322	A	$4.26	86,722⁽¹⁾	D
Common Stock, par value $0.0001 per share	06/18/2024		S⁽²⁾		2,322	D	$42.237⁽⁵⁾	84,400⁽¹⁾	D
Common Stock, par value $0.0001 per share	06/18/2024		S⁽²⁾		7,179	D	$42.237⁽⁵⁾	77,221⁽¹⁾	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)
Options to purchase common stock⁽⁶⁾	$14.1	06/14/2024		M			16,830	02/01/2023	02/01/2032	Common Stock	16,830	$0	32,827	D
Options to purchase common stock⁽⁷⁾	$4.26	06/14/2024		M			12,487	02/13/2024	02/13/2033	Common Stock	12,487	$0	53,831	D
Options to purchase common stock⁽⁸⁾	$30	06/17/2024		M			9,333	⁽⁸⁾	10/22/2024	Common Stock	9,333	$0	11,667	D
Options to purchase common stock⁽⁷⁾	$4.26	06/17/2024		M			1,770	02/13/2024	02/13/2033	Common Stock	1,770	$0	52,061	D
Options to purchase common stock⁽⁸⁾	$30	06/18/2024		M			11,667	⁽⁸⁾	10/22/2024	Common Stock	11,667	$0	0	D
Options to purchase common stock⁽⁶⁾	$14.1	06/18/2024		M			1,770	02/01/2023	02/01/2032	Common Stock	1,770	$0	31,057	D
Options to purchase common stock⁽⁷⁾	$4.26	06/18/2024		M			2,322	02/13/2024	02/13/2033	Common Stock	2,322	$0	49,739	D

Explanation of Responses:

1. This amount includes 73,947 restricted stock units ("RSUs"), which vest 25% on each of the first, second, third and fourth anniversary beginning on February 12, 2025.

2. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 15, 2024.

3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $48.27 to $52.23 per share, inclusive. The reporting person undertakes to provide to Corbus Pharmaceuticals Holdings, Inc., any security holder of Corbus Pharmaceuticals Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.

4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $44.0 to $49.38 per share, inclusive. The reporting person undertakes to provide to Corbus Pharmaceuticals Holdings, Inc., any security holder of Corbus Pharmaceuticals Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.

5. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.75 to $43.69 per share, inclusive. The reporting person undertakes to provide to Corbus Pharmaceuticals Holdings, Inc., any security holder of Corbus Pharmaceuticals Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.

6. The annual option award was made in accordance with the terms of the issuer's 2014 Equity Compensation Plan. 25% of the option vested on February 1, 2023, with the remaining 75% of the option vesting in equal monthly installments over a period of 36 months commencing on March 2, 2023.

7. The annual option award was made in accordance with the terms of the issuer's 2014 Equity Compensation Plan. 25% of the option vested on February 13, 2024, with the remaining 75% of the option vesting in equal monthly installments over a period of 36 months commencing on March 13, 2024.

8. The option award was made in accordance with the terms of the issuer's 2014 Equity Compensation Plan and is fully vested.

	/s/Yuval Cohen	06/18/2024
	** 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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