VYNE Therapeutics (VYNE) Form 4 Menlo Therapeutics / Steven L Basta 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^*

Basta Steven L

(Last) (First) (Middle)

200 CARDINAL WAY, 2ND FLOOR

(Street)

REDWOOD CITY CA 94063

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Menlo Therapeutics Inc. [ MNLO ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/11/2019

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	12/11/2019		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)
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, which 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. 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:

	/s/ Ronald A. Krasnow as attorney-in-fact for Steve Basta	12/13/2019
	** 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).
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