Supernus Pharmaceuticals (SUPN) Form 4 SUPERNUS PHARMACEUTICALS / Jack A. Khattar 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^*

Khattar Jack A.

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President, CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/27/2024

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	12/27/2024		M		38,640(1)	A	$0	964,812	D
Common Stock	12/27/2024		F		18,567(2)	D	$35.59	946,245	D
Common Stock	12/27/2024		M		14,000(3)	A	$0	960,245	D
Common Stock	12/27/2024		F		6,666(2)	D	$35.59	953,579	D
Common Stock								1,022,450	I	By the KBT Trust

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
Performance Share Unit	$0	12/27/2024		M			38,640	(4)	(4)	Common Stock	38,640	$0	0	D
Performance Share Unit	$0	12/27/2024		M			14,000	(5)	(5)	Common Stock	14,000	$0	0	D

Explanation of Responses:

1. Shares of common stock received upon the settlement of certain Performance Share Units granted to the Reporting Person on February 22, 2024.

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

3. Shares of common stock received upon the settlement of certain Performance Share Units granted to the Reporting Person on February 23, 2023.

4. On February 22, 2024, the Reporting Person was awarded Performance Share Units a portion of which vested upon the achievement of individual performance objectives within a defined performance period, which objectives were established on June 24, 2024.

5. On February 23, 2023, the Reporting Person was awarded Performance Share Units a portion of which vested upon the achievement of individual performance objectives within a defined performance period, which objectives were established on June 12, 2023 and modified on December 12, 2024.

Remarks:

	/s/ Timothy C. Dec, as attorney-in-fact	12/30/2024
	** 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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