Glenn R. Mattes Form 4 TFF Pharmaceuticals / Glenn R. Mattes 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^*

Mattes Glenn R.

(Last) (First) (Middle)

2600 VIA FORTUNA, SUITE 360

(Street)

AUSTIN TX 78746

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TFF Pharmaceuticals, Inc. [ TFFP ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/29/2019

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

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
Stock Options (Right to Buy)	$5	11/29/2019		A		89,952		(1)	(1)	Common Stock	89,952	$0.00	1,061,057	D
Stock Options (Right to Buy)	$13.65	08/24/2020		A		152,000		(2)	(2)	Common Stock	152,000	$0.00	1,213,057	D

Explanation of Responses:

1. Represents top-up options required to be granted to reporting person upon conclusion of the Company's' s October 2019 IPO, as disclosed in the Company's IPO prospectus dated October 24, 2019. The Company had previously awarded the reporting person certain top-up options following the conclusion of the IPO, however, due to an arithmetic error, the Company awarded the reporting person 89,952 less top-up options than required under the reporting person's contract with the Company. Each Option shall vest and first become exercisable as follows: one-quarter of the options shall vest and first become exercisable on November 29, 2020 and the remainder of the options shall vest and first become exercisable in 12 equal quarterly installments commencing on February 29, 2021.

2. Each Option shall vest and first become exercisable as follows: one-quarter of the Option shall vest and first become exercisable on August 24, 2021 and the remainder of the Option shall vest and first become exercisable in 12 equal quarterly installments commencing on November 24, 2021.

	/s/ Glenn R. Mattes, by Kirk Allen Coleman, as Attorney-in-Fact	08/26/2020
	** 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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