Zosano Pharma (ZSANQ) Form 4 Zosano Pharma / Konstantinos Alataris 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^*

Alataris Konstantinos

(Last) (First) (Middle)

C/O ZOSANO PHARMA CORPORATION

34970 ARDENTECH COURT

(Street)

FREMONT CA 94555

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Zosano Pharma Corp [ ZSAN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2015

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
Employee Stock Option (right to buy)	$9.29	12/15/2015		D			48,896	(1)	09/21/2025	Common Stock	48,896	(2)	0	D
Employee Stock Option (right to buy)	$9.29	12/15/2015		D			160,498	(1)	09/21/2015	Common Stock	160,498	(2)	0	D
Employee Stock Option (right to buy)	$2.26	12/15/2015		A		209,394		(3)	12/15/2025	Common Stock	209,394	(2)	209,394	D

Explanation of Responses:

1. The option provided for 25% of the total number of shares underlying the stock option to vest on September 21, 2016, and the remaining underlying shares to vest in equal monthly installments over the following three-year period.

2. On December 15, 2015, the issuer canceled, pursuant to the issuer's option exchange program, two options, one for 48,896 shares of ZSAN common stock and the other for 160,498 shares of ZSAN common stock, both of which were granted to the reporting person on September 21, 2015. In exchange, the reporting person received a replacement option, for 209,394 shares, having an exercise price of $2.26 per share.

3. 25% of the total number of shares underlying the stock option vest on December 15, 2016, and the remaining underlying shares vest in equal monthly installments over the following three-year period.

Remarks:

	/s/ Jeffrey L. Quillen, attorney-in-fact	12/16/2015
	** 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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