Timber Pharmaceuticals (TMBR) Form 4 Timber Pharmaceuticals / Zachary Rome 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^*

Rome Zachary

(Last) (First) (Middle)

C/O TIMBER PHARMACEUTICALS, INC.

50 TICE BOULEVARD, SUITE A26

(Street)

WOODCLIFF LAKE NJ 07677

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Timber Pharmaceuticals, Inc. [ TMBR ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Executive VP, COO and Sec.

3. Date of Earliest Transaction (Month/Day/Year)
05/18/2020

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

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
Value Appreciation Rights	$0.01	05/18/2020		A(1)		132,209		(2)	05/01/2029	Common Stock, par value $0.001 per share	(2)	$0(1)	132,209	D

Explanation of Responses:

1. Pursuant to that certain Agreement and Plan of Merger, dated as of January 28, 2020, as amended, by and among Timber Pharmaceuticals, Inc. (f/k/a BioPharmX Corporation) (the "Issuer"), Timber Pharmaceuticals LLC ("Timber Sub") and BITI Merger Sub Inc., the Issuer assumed the outstanding and unexercised value appreciation rights ("VARs") of Timber Sub. As a result of the merger, the VARs held by the Reporting Person are denoted and payable in, shares of Common Stock, par value $0.001 per share of the Issuer (the "Common Stock") (instead of Timber Sub common units). Prior to the merger, the Issuer effected a reverse stock split at a ratio of 1 new share for every 12 shares of Common Stock outstanding. All share numbers reflect the reverse stock split.

2. The VARs vest in five equal annual installments commencing on March 1, 2019, so long as the Reporting Person remains employed by the Issuer or its affiliates. Upon valid exercise of vested and exercisable VARs, the Issuer shall pay to the Reporting Person, in a single lump sum cash payment, an amount equal to the product of (a) the excess of (i) fair market value of a share of Common Stock on the date of exercise, over (ii) the exercise price, multiplied by (b) the number of shares of Common Stock with respect to which VARs are being exercised (the "VAR Amount"). Notwithstanding the foregoing the Issuer may elect, in its sole discretion, to pay the VAR Amount in the form of shares of Common Stock that are equivalent in value to the VAR Amount.

	/s/ Joseph Lucchese, Power of Attorney	05/20/2020
	** 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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