Shuttle Pharmaceuticals (SHPH) Form 4 Shuttle Pharmaceuticals / William Adkins 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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X

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^*

Adkins William

(Last) (First) (Middle)

C/O SHUTTLE PHARMACEUTICALS HOLDINGS

ONE RESEARCH COURT, SUITE 450

(Street)

ROCKVILLE MD 20850

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Shuttle Pharmaceuticals Holdings, Inc. [ SHPH ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/29/2022

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	12/29/2022		S		995(1)	D	$1.605	184,071(2)	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
WARRANTS (right to buy)(3)	$4	09/02/2022		J(3)		138,889		09/02/2022	09/02/2025	Common Stock	138,889	(3)	138,889	D

Explanation of Responses:

1. Represents the number of shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of 2,702 restricted stock units ("RSUs") held by the Reporting Person. Upon vesting of the RSUs, the sales are automatic, routine, non-discretionary transactions mandated by the Issuer under its equity incentive plan in order to satisfy the Reporting Person's tax withholding obligations which are funded by "sell to cover" transactions. These transactions are exempt under Section 16b-3 and do not represent discretionary trades by the Reporting Person.

2. Consists of (i) 1,707 shares of Common Stock held by the Reporting Person and (ii) 182,364 shares of common stock held by the William Henry Adkins and Pauline Adkins 1993 Revocable Trust (the "Adkins Trust").

3. Consists of warrants to purchase 138,889 shares of common stock held by the Adkins Trust. The Adkins Trust was a holder of the Issuer's Series A convertible preferred stock, which stock converted into commons stock upon completion of the Issuer's IPO and at which time the warrants were issued to the Series A holders in accordance with the terms of the Series A preferred stock offering.

Remarks:

Previously, the Reporting Person's warrant holdings had been reported in Table I of the Reporting Person's Form 3. This Form 4 has corrected the error and moved the warrant holdings to Table II. The Reporting Person ceased being a director of SHPH in December 2022 and is no longer subject to Section 16 reporting requirements.

	/s/ William H. Adkins	01/04/2023
	** 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).
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