| 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
ZEVRA THERAPEUTICS, INC. [ ZVRA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/30/2025 | ||||||||||||||||||||||||||
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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 | ||||||
| Common Stock | 01/31/2025 | M | 43,333 | A | (1) | 62,361 | D | |||
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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 Unit | (1) | 01/31/2025 | M | 43,333 | (2) | (2) | Common Stock | 43,333 | $0 | 86,667 | D | ||||
| Stock Option (right to buy) | $8.02 | 01/30/2025 | A | 68,000 | (3) | 01/29/2035 | Common Stock | 68,000 | $0 | 68,000 | D | ||||
| Restricted Stock Unit | (1) | 01/30/2025 | A | 34,000 | (4) | (4) | Common Stock | 34,000 | $0 | 34,000 | D | ||||
| Explanation of Responses: |
| 1. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. |
| 2. The first tranche of the restricted stock units vested and settled on January 31, 2025, and the remaining two tranches of the restricted stock units will vest and settle inequal annual installments thereafter, subject in each case to the Reporting person's continued service through such vesting date. |
| 3. Grant to the Reporting Person of a stock option under the Issuer's Amended and Restated 2014 Equity Incentive Plan (the "Plan"). The option will vest and become exercisable in four equal annual installments beginning on the first anniversary of the grant date, subject to the Reporting Person's continued service on such vesting date. All shares underlying the option will vest in full and become immediately exercisable upon a change of control of the Issuer or if the Reporting Person is terminated without cause or resigns for good reason. The option expires ten years after the date of grant. |
| 4. The restricted stock units will vest and settle as to one third of the restricted stock units on January 30, 2026, and the remaining two thirds of the restricted stock units will vest and settle in equal annual installment thereafter, subject in each case to the Reporting person's continued service through such vesting date. |
| /s/ R. LaDuane Clifton | 02/03/2025 | |
| ** 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. | ||
