Neal Walker Form 4 Aclaris Therapeutics / Neal Walker 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^*

Walker Neal

(Last) (First) (Middle)

C/O ACLARIS THERAPEUTICS, INC.

701 LEE ROAD, SUITE 103

(Street)

WAYNE PA 19087

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Aclaris Therapeutics, Inc. [ ACRS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/01/2025

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	01/01/2025		M		9,467	A	(1)	1,443,097	D
Common Stock	01/01/2025		F(2)		3,904	D	$2.48	1,439,193	D
Common Stock	01/02/2025		M		29,149	A	(1)	1,468,342	D
Common Stock	01/02/2025		F(2)		13,532	D	$2.48	1,454,810	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)	01/01/2025		M			9,467	(3)	(3)	Common Stock	9,467	$0	37,867	D
Restricted Stock Units	(1)	01/02/2025		A		88,333		(4)	(4)	Common Stock	88,333	$0	88,333	D
Restricted Stock Units	(1)	01/02/2025		M			29,149	(4)	(4)	Common Stock	29,149	$0	59,184	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of common stock of the Issuer.

2. The transaction reported represents the withholding of shares by the issuer to satisfy the Reporting Person's tax withholding obligations in connection with the vesting and settlement of restricted stock units described in this Form 4.

3. The shares vest in equal monthly installments over 15 months beginning February 1, 2024, subject to the Continuous Service (as defined in the Plan) of the Reporting Person as the Interim CEO to the Company as of each such vesting date, provided that in the event he ceases to be Interim CEO but continues to provide Continuous Service in any capacity, such awards will continue to vest in the event that the Issuer's Board of Directors determines in its sole discretion that he achieved the Performance Goals (as defined in his letter agreement of employment as Interim CEO) prior to the cessation of his employment as Interim CEO.

4. The shares underlying these restricted stock units vest as to 33% on January 2, 2025, 33% on January 2, 2026, and 34% on January 2, 2027, subject to the Continuous Service (as defined in the Plan) of the Reporting Person as of each such date.

	/s/ Matthew Rothman, Attorney-in-Fact	01/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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