Supernus Pharmaceuticals (SUPN) Form 4 SUPERNUS PHARMACEUTICALS / Jonathan Rubin 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^*

Rubin Jonathan

(Last) (First) (Middle)

C/O SUPERNUS PHARMACEUTICALS, INC.

9715 KEY WEST AVENUE

(Street)

ROCKVILLE MD 20850

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SUPERNUS PHARMACEUTICALS, INC. [ SUPN ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, Chief Medical Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/22/2024

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/22/2024		A		750	A	$0	4,261(1)	D
Common Stock	02/22/2024		F		303(2)	D	$27.94	3,958	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
Restricted Stock Unit	(3)	02/22/2024		D			750	(4)	(4)	Common Stock	750	$0	1,500	D
Restricted Stock Unit	(3)	02/22/2024		A		5,000		(5)	(5)	Common Stock	5,000	$0	5,000	D
Employee Stock Option (Right to Buy)	$27.94	02/22/2024		A		25,000		(6)	02/22/2034	Common Stock	25,000	$0	25,000	D

Explanation of Responses:

1. Includes an aggregate of 268 shares acquired by the Reporting Person through the Issuer's Employee Stock Purchase Plan.

2. Represents the number of shares of common stock withheld by the Company to satisfy tax withholding requirements in connection with the RSU vesting.

3. Each restricted stock unit represents the right to receive one share of Supernus common stock upon vesting.

4. These restricted stock units are settled in common stock upon vesting, which occurs in four equal annual installments, beginning on February 22, 2023.

5. These restricted stock units are settled in common stock upon vesting, which occurs in four equal annual installments, beginning on February 22, 2025.

6. The option vests in four equal annual installments beginning on February 22, 2025.

	/s/ Timothy C. Dec, as attorney-in-fact	02/26/2024
	** 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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