Olema Pharmaceuticals (OLMA) Form 4 Olema Pharmaceuticals / Naseem Zojwalla 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

Zojwalla Naseem

(Last) (First) (Middle)

C/O OLEMA PHARMACEUTICALS, INC.

780 BRANNAN ST

(Street)

SAN FRANCISCO CA 94103

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Olema Pharmaceuticals, Inc. [ OLMA ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CHIEF MEDICAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
11/20/2023

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	11/20/2023		A		28,000(1)	A	$0	45,220(2)	D
Common Stock	11/21/2023		S(3)		7,261	D	$14.83(4)	37,959	D
Common Stock	11/21/2023		S(3)		200	D	$15.33(5)	37,759	D
Common Stock	11/22/2023		S(3)		7,095	D	$13.89(6)	30,664	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

Explanation of Responses:

1. On November 11, 2022, the Reporting Person was granted certain performance restricted stock units ("PRSUs") for 80,000 shares, which are subject to vesting upon certification by the Compensation Committee of the Company's achieving two different performance milestones. The Compensation Committee certified on November 20, 2023 that 35% of the award vested based upon the certification by the Compensation Committee as to certain performance criteria.

2. Includes 3,609 shares acquired under the issuer's Employee Stock Purchase Plan on November 15, 2022 and 13,611 shares acquired under the issuer's Employee Stock Purchase Plan on May 15, 2023.

3. The sale reported on this Form 4 represents shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of PRSUs. The sale occurred automatically to satisfy the tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.

4. The weighted average sale price for the transaction reported was $14.83, and the range of prices was between $14.25 and $15.19. Upon request from the SEC staff, the issuer, or any security holder of the issuer, full information regarding the number of shares sold at each separate price will be provided.

5. The weighted average sale price for the transaction reported was $15.33, and the range of prices was between $15.29 and $15.38. Upon request from the SEC staff, the issuer, or any security holder of the issuer, full information regarding the number of shares sold at each separate price will be provided.

6. The weighted average sale price for the transaction reported was $13.89, and the range of prices was between $13.62 and $14.14. Upon request from the SEC staff, the issuer, or any security holder of the issuer, full information regarding the number of shares sold at each separate price will be provided.

	/s/ Shane Kovacs, Attorney-in-Fact	11/22/2023
	** 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.