Cara Therapeutics (CARA) Form 4 Cara Therapeutics / Scott Terrillion ownership change

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).

1. Name and Address of Reporting Person^*

Terrillion Scott

(Last) (First) (Middle)

C/O CARA THERAPEUTICS, INC.

4 STAMFORD PLAZA, 107 ELM STREET, 9TH FL

(Street)

STAMFORD CT 06902

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Cara Therapeutics, Inc. [ CARA ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Sec'y; Chief Compliance & G.C.

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2022

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/25/2022		A		20,000(1)	A	$0.00	102,412	D
Common Stock	02/25/2022		S(2)		1,972	D	$10.29	100,440	D
Common Stock	02/28/2022		A		5,333(3)	A	$0.00	105,773	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	$10.46	02/25/2022		A		40,000		(4)	02/25/2032	Common Stock	40,000	$0.00	40,000	D

Explanation of Responses:

1. Represents the number of shares underlying restricted stock units ("RSUs"). Each RSU represents the contingent right to receive one share of common stock of the Issuer. The RSUs vest in three equal annual installments on each of February 25, 2023, February 25, 2024 and February 25, 2025, in each case, subject to the Reporting Person's continued service (as that term is defined in the Issuer's 2014 Equity Incentive Plan) as of each such date.

2. This sale was effected pursuant to a "sell to cover" arrangement adopted by the Reporting Person in accordance with Rule 10b5-1 on September 6, 2018 to satisfy the tax withholding obligations triggered by the vesting of RSUs reported in the Form 4 filed with the Securities and Exchange Commission on August 26, 2021, and does not represent a discretionary trade by the Reporting Person.

3. Represents the number of shares that vested under a performance-based restricted stock unit award (the "RSU") based on the Issuer's satisfaction of certain performance criteria of the award. In light of the performance-based vesting conditions of the award, such shares were not reportable under Section 16 until vesting was determined, which occurred on February 28, 2022. The vested shares represents the last of three possible vesting events of the total number of shares subject to the award. Each RSU represents the contingent right to receive one share of common stock of the Issuer.

4. The shares shall vest and become exercisable in a series of 48 successive equal monthly installments beginning on March 25, 2022, in each case subject to the Reporting Person's continued service as of each such date.

Remarks:

	/s/ Darren DeStefano, Attorney-in-Fact	03/01/2022
	** 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.
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