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)
| 2. Issuer Name and Ticker or Trading Symbol Arcutis Biotherapeutics, Inc. [ ARQT ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 05/03/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 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 | 05/03/2021 | M(1) | 391 | A | $1.6806 | 211,332(2) | D | |||
Common Stock | 05/03/2021 | M(1) | 781 | A | $1.6806 | 212,113(2) | D | |||
Common Stock | 05/03/2021 | M(1) | 1,028 | A | $6.522 | 213,141(2) | D | |||
Common Stock | 05/03/2021 | S(1) | 1,283 | D | $34.5586(3) | 211,858(2) | D | |||
Common Stock | 05/03/2021 | S(1) | 917 | D | $35.124(4) | 210,941(2) | D | |||
Common Stock | 24,991 | I | By Trust(5) |
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) | $1.6806 | 05/03/2021 | M | 391 | (6) | 03/13/2029 | Common Stock | 391 | $0.00 | 11,714 | D | ||||
Stock Option (Right to Buy) | $1.6806 | 05/03/2021 | M | 781 | (6) | 03/13/2029 | Common Stock | 781 | $0.00 | 24,990 | D | ||||
Stock Option (Right to Buy) | $6.522 | 05/03/2021 | M | 1,028 | (7) | 11/20/2029 | Common Stock | 1,028 | $0.00 | 11,919 | D |
Explanation of Responses: |
1. Transaction made pursuant to a 10b5-1 trading plan adopted by the Reporting Person. |
2. Includes 6,750 Restricted Stock Units ("RSUs"). The Reporting Person is entitled to receive one (1) share of common stock for each one (1) RSU upon the vesting thereof. |
3. The transaction was executed in multiple trades in prices ranging from $33.92 to $34.91, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote. |
4. The transaction was executed in multiple trades in prices ranging from $34.94 to $35.33, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote. |
5. The securities are held of record by The Welgus Living Trust, of which the Reporting Person is trustee. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of such securities for purposes of Section 16 or for any other purposes. |
6. The option began vesting monthly over a four year period beginning upon the achievement of certain company milestones, subject to the Reporting Person's continuous provision of services to the Issuer on each vesting date. The option contains an early-exercise provision and is exercisable as to unvested shares, subject to the Issuer's right of repurchase. |
7. The option vests monthly over a four year period beginning November 20, 2019, subject to the Reporting Person's continuous provision of services to the Issuer on each vesting date. The option contains an early-exercise provision and is exercisable as to unvested shares, subject to the Issuer's right of repurchase. |
/s/ Scott Burrows, as Attorney-in-Fact for Howard G. Welgus | 05/05/2021 | |
** 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. |