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)
| 2. Issuer Name and Ticker or Trading Symbol Menlo Therapeutics Inc. [ MNLO ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 12/11/2019 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) 12/13/2019 | 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 | 12/11/2019 | M | 238,800 | A | (1) | 580,974(2) | D | |||
| Common stock | 12/11/2019 | F | 85,210 | D | $4.52 | 495,764 | D | |||
| Common stock | 12/11/2019 | M | 14,000 | A | $1.83 | 509,764 | D | |||
| 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 | ||||||||
| Restricted Stock Units | (1) | 12/11/2019 | M | 238,800 | (1) | (1) | Common Stock | 238,800 | $0.00 | 0 | D | ||||
| Non-Qualified Stock Option | (3) | 12/11/2019 | M | 14,000 | 11/30/2016 | 02/02/2026 | Common Stock | 14,000 | $1.83 | 357,641 | D | ||||
| Explanation of Responses: |
| 1. On July 29, 2019, the Reporting Person was granted 238,800 restricted stock units ("RSUs"), for which the Reporting Person is entitled to receive one (1) share of Common Stock for each RSU upon vesting. The RSUs were scheduled to vest in two (2) equal annual installments beginning July 29, 2020. The vesting of the RSUs was accelerated in full on December 11, 2019 in connection with the pending transactions contemplated by the Agreement and Plan of Merger entered into on November 10, 2019 among the Issuer, Foamix Pharmaceuticals Ltd and Giants Merger Subsidiary Ltd., a wholly-owned subsidiary of the Issuer, in order to mitigate potential negative tax consequences to both the Issuer and the Reporting Person under Section 280G and 4999 of the Internal Revenue Code. |
| 2. Includes the acquisition of 6,234 shares of the Issuer's common stock pursuant to the Menlo Therapeutics Inc. Employee Stock Purchase Plan ("ESPP") for the ESPP purchase periods of September 1, 2018 through February 28, 2019 and March 1, 2019 through August 31, 2019. This transaction is exempt under Rule 16b-3(c). |
| 3. Non-Qualified Stock Option was exercised and the shares were acquired in order to mitigate potential negative tax consequences to both the Issuer and the Reporting Person under Section 280G and 4999 of the Internal Revenue Code. |
| Remarks: |
| The original Form 4, filed on December 13, 2019, is being amended by this Form 4 amendment solely to correct an administrative error, which misstated that the purchase of shares by the Reporting Person pursusant to the ESPP were acquired in order to mitigate potential negative tax consequences. |
| /s/ Ronald A. Krasnow as attorney-in-fact for | 12/16/2019 | |
| ** 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. | ||