| 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). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
UNITED THERAPEUTICS Corp [ UTHR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/03/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 02/03/2025 | M(1) | 7,500 | A | $111 | 7,500 | I | by Trust(2) | ||
| Common Stock | 02/03/2025 | S(1) | 600 | D | $347.3246(3) | 6,900 | I | by Trust(2) | ||
| Common Stock | 02/03/2025 | S(1) | 200 | D | $348.64(4) | 6,700 | I | by Trust(2) | ||
| Common Stock | 02/03/2025 | S(1) | 418 | D | $350.3696(5) | 6,282 | I | by Trust(2) | ||
| Common Stock | 02/03/2025 | S(1) | 652 | D | $351.3181(6) | 5,630 | I | by Trust(2) | ||
| Common Stock | 02/03/2025 | S(1) | 1,121 | D | $352.3671(7) | 4,509 | I | by Trust(2) | ||
| Common Stock | 02/03/2025 | S(1) | 500 | D | $353.304(8) | 4,009 | I | by Trust(2) | ||
| Common Stock | 02/03/2025 | S(1) | 1,005 | D | $354.7965(9) | 3,004 | I | by Trust(2) | ||
| Common Stock | 02/03/2025 | S(1) | 1,204 | D | $355.6262(10) | 1,800 | I | by Trust(2) | ||
| Common Stock | 02/03/2025 | S(1) | 1,600 | D | $356.8063(11) | 200 | I | by Trust(2) | ||
| Common Stock | 02/03/2025 | S(1) | 200 | D | $358.075(12) | 0.00 | I | by Trust(2) | ||
| Common Stock | 02/03/2025 | M(1) | 2,500 | A | $111 | 2,500 | I | by Trust(13) | ||
| Common Stock | 02/03/2025 | S(1) | 200 | D | $347.05 | 2,300 | I | by Trust(13) | ||
| Common Stock | 02/03/2025 | S(1) | 100 | D | $348.61 | 2,200 | I | by Trust(13) | ||
| Common Stock | 02/03/2025 | S(1) | 100 | D | $350.05 | 2,100 | I | by Trust(13) | ||
| Common Stock | 02/03/2025 | S(1) | 400 | D | $351.785(14) | 1,700 | I | by Trust(13) | ||
| Common Stock | 02/03/2025 | S(1) | 400 | D | $353.1275(15) | 1,300 | I | by Trust(13) | ||
| Common Stock | 02/03/2025 | S(1) | 400 | D | $354.69(16) | 900 | I | by Trust(13) | ||
| Common Stock | 02/03/2025 | S(1) | 400 | D | $355.58(17) | 500 | I | by Trust(13) | ||
| Common Stock | 02/03/2025 | S(1) | 500 | D | $357.014(18) | 0.00 | I | by Trust(13) | ||
| Common Stock | 2,577 | D | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option | $111 | 02/03/2025 | M(1) | 2,500 | 03/15/2021 | 03/15/2028 | Common Stock | 2,500 | $0.00 | 12,000 | I | by Trust(13) | |||
| Stock Options | $111 | 02/03/2025 | M(1) | 7,500 | 03/15/2021 | 03/15/2028 | Common Stock | 7,500 | $0.00 | 29,679 | I | by Trust(2) | |||
| Explanation of Responses: |
| 1. This exercise of stock options and subsequent sale of shares was pursuant to a Rule 10b5-1 trading plan entered into by the reporting person on August 7, 2024. |
| 2. Reflects the exercise of options, and sale of the resulting shares of common stock, held in a trust beneficially owned by the Reporting Person, of which the Reporting Person is a beneficiary, and as to which the Reporting Person and his spouse are co-trustees and have shared investment and voting power. |
| 3. This transaction was executed in multiple trades at prices ranging from $346.96 to $347.83. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. |
| 4. This transaction was executed in multiple trades at prices ranging from $348.61 to $348.67. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. |
| 5. This transaction was executed in multiple trades at prices ranging from $349.94 to $350.88. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. |
| 6. This transaction was executed in multiple trades at prices ranging from $350.94 to $351.88. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. |
| 7. This transaction was executed in multiple trades at prices ranging from $351.97 to $352.87. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. |
| 8. This transaction was executed in multiple trades at prices ranging from $353.06 to $353.64. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. |
| 9. This transaction was executed in multiple trades at prices ranging from $354.17 to $354.87. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. |
| 10. This transaction was executed in multiple trades at prices ranging from $355.25 to $356.20. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. |
| 11. This transaction was executed in multiple trades at prices ranging from $356.31 to $357.27. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. |
| 12. This transaction was executed in multiple trades at prices ranging from $357.98 to $358.17. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. |
| 13. Reflects the exercise of options, and sale of the resulting shares of common stock, held in a trust beneficially owned by the Reporting Person, of which the Reporting Person's family members are beneficiaries, and as to which the Reporting Person has sole investment and voting power. |
| 14. This transaction was executed in multiple trades at prices ranging from $351.40 to $352.33. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. |
| 15. This transaction was executed in multiple trades at prices ranging from $352.72 to $353.65. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. |
| 16. This transaction was executed in multiple trades at prices ranging from $354.16 to $354.87. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. |
| 17. This transaction was executed in multiple trades at prices ranging from $355.43 to $355.88. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. |
| 18. This transaction was executed in multiple trades at prices ranging from $356.84 to $357.19. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. |
| Remarks: |
| /s/ John S. Hess, Jr. under Power of Attorney | 02/04/2025 | |
| ** 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 Number. | ||
