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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Amylyx Pharmaceuticals, Inc. [ AMLX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/16/2023 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) 03/20/2023 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 03/16/2023 | M(1)(2) | 32,500 | A | $6.88 | 66,509(1) | D | |||
Common Stock | 03/16/2023 | S(2) | 30,796 | D | $31.8593(3) | 35,713(1) | D | |||
Common Stock | 03/16/2023 | S(2) | 1,704 | D | $32.4649(4) | 34,009(1) | D | |||
Common Stock | 03/16/2023 | A | 21,667(5) | A | $0.00 | 55,676(1) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Option (right to buy) | $32.08 | 03/16/2023 | A | 97,500 | (6) | 03/16/2033 | Common Stock | 97,500 | $0.00 | 97,500 | D | ||||
Stock Option (right to buy) | $6.88 | 03/16/2023 | M(1)(2) | 32,500 | (7) | 01/25/2031 | Common Stock | 32,500 | $0.00 | 414,500 | D |
Explanation of Responses: |
1. On March 16, 2023, the Reporting Person filed a Form 4 (the "Original Form 4") which inadvertently omitted the exercise of 32,500 options by the Reporting Person. The Original Form 4 reported the sale of shares of Common Stock of the Issuer ("Common Stock") underlying those options, pursuant to a Rule 10b5-1 trading plan. This Form 4 amendment is being filed for the purpose of amending and restating the Original Form 4 solely to report the exercise of the stock options and the resulting increase in beneficial ownership of Common Stock. The Reporting Person has not sold any additional shares of Common Stock beyond those sales reported in the Original Form 4. |
2. These transactions were effected by the Reporting Person pursuant to a Rule 10b5-1 trading plan adopted on November 15, 2022. |
3. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $31.33 to $32.30. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request. |
4. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $32.33 to $32.93. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request. |
5. The reported transaction involves the Reporting Person's receipt of a restricted stock unit award (a "RSU"). The RSU shall vest in 4 equal annual installments, with the first installment vesting on the first day of the month of the one year anniversary of the date of grant, subject to the Reporting Person's continued service to the Issuer through such vesting date. |
6. 1/4 of the shares subject to the option shall vest and become exercisable on the first day of the month of the one year anniversary of the date of grant, and the remaining shares shall vest monthly over the remaining 36 months, subject to the Reporting Person's continuous service to the Issuer through such vesting date. |
7. 113,024 shares underlying this option vested on January 25, 2022, with the remaining shares vesting in monthly installments of 9,416 shares thereafter. |
Remarks: |
Exhibit List: Exhibit 24. This signed and dated Power of Attorney is being filed to replace the Power of Attorney exhibit submitted with the Form 3 filed on January 6, 2022. |
/s/ Joshua B. Cohen, as Attorney in Fact | 03/24/2023 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |