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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Conatus Pharmaceuticals Inc. [ CNAT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/01/2019 | ||||||||||||||||||||||||||
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 |
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 (Right to Buy) | $5.74 | 08/01/2019 | D | 525,000 | (1) | 08/30/2027 | Common Stock | 525,000 | (2) | 0 | D | ||||
Stock Option (Right to Buy) | $5.17 | 08/01/2019 | D | 70,000 | (3) | 02/03/2028 | Common Stock | 70,000 | (4) | 0 | D | ||||
Stock Option (Right to Buy) | $2 | 08/01/2019 | D | 175,000 | (5) | 02/06/2029 | Common Stock | 175,000 | (6) | 0 | D | ||||
Restricted Stock Units | (7) | 08/01/2019 | A | 385,000(8) | (9) | (9) | Common Stock | 385,000 | $0.00 | 385,000 | D |
Explanation of Responses: |
1. The option was granted on August 31, 2017. 25% of the total number of shares of common stock subject to the option vested on August 31, 2018, and 1/48th of the total number of shares of common stock subject to the option vest monthly thereafter, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date. |
2. On August 1, 2019, the Issuer canceled the option granted on August 31, 2017. In exchange for the canceled option, the Reporting Person received 262,500 restricted stock units. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. |
3. The option was granted on February 4, 2018. 25% of the total number of shares of common stock subject to the option vested on February 2, 2019, and 1/48th of the total number of shares of common stock subject to the option vest monthly thereafter, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date. |
4. On August 1, 2019, the Issuer canceled the option granted on February 4, 2018. In exchange for the canceled option, the Reporting Person received 35,000 restricted stock units. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. |
5. The option was granted on February 7, 2019. 25% of the total number of shares of common stock subject to the option will vest on February 7, 2020, and 1/48th of the total number of shares of common stock subject to the option will vest monthly thereafter, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date. |
6. On August 1, 2019, the Issuer canceled the option granted on February 7, 2019. In exchange for the canceled option, the Reporting Person received 87,500 restricted stock units. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. |
7. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. |
8. Represents 262,500 restricted stock units received in exchange for canceling the Reporting Person's option granted on August 31, 2017; 35,000 restricted stock units received in exchange for canceling the Reporting Person's option granted on February 4, 2018; and 87,500 restricted stock units received in exchange for canceling the Reporting Person's option granted on February 7, 2019. |
9. The restricted stock units will vest, subject to the Reporting Person's continuous service to the Issuer through the vesting date, on the first anniversary of the grant date. In addition, the restricted stock units will vest upon a Change of Control, an employee's termination without Cause, or resignation for Good Reason, as such terms are defined in the Issuer's 2013 Incentive Award Plan. Upon any other termination of service of the Reporting Person, unvested restricted stock units will be forfeited. |
Remarks: |
/s/ Michelle L. Vandertie, Attorney-in-Fact for Keith W. Marshall | 08/01/2019 | |
** 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. |