Harmony Biosciences (HRMY) Form 4 Harmony Biosciences / Jeffrey M. Dayno 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^*

Dayno Jeffrey M.

(Last) (First) (Middle)

C/O HARMONY BIOSCIENCES HOLDINGS, INC.

630 W GERMANTOWN PIKE, SUITE 215

(Street)

PLYMOUTH MEETING PA 19462

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Harmony Biosciences Holdings, Inc. [ HRMY ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/24/2025

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	01/24/2025		M		10,500	A	$0	10,500	D
Common Stock	01/24/2025(1)		F		4,567	D	$38.01	5,933	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(2)	(2)	01/24/2025		M			10,500	(2)	(2)	Common Stock	10,500	$0	31,500	D
Stock Option	$38.01	01/25/2025		A		180,000		(3)	01/25/2035	Common Stock	180,000	$0	180,000	D
Restricted Stock Units	(4)	01/25/2025		A		52,000		(4)	(4)	Common Stock	52,000	$0	52,000	D

Explanation of Responses:

1. Shares withheld by the Issuer to satisfy required income tax withholdings pursuant to the vesting of restricted stock units on their scheduled vesting date.

2. This award of restricted stock units was previously granted on January 24, 2024. The restricted stock units shall vest in four equal annual installments beginning on January 24, 2025, subject to the Reporting Person's continued service through each applicable vesting date. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock and has no expiration date.

3. The stock option vests with respect to 25% of the underlying shares on January 25, 2026, with the remaining shares vesting ratably on a quarterly basis thereafter until the fourth anniversary of the grant date, subject to the Reporting Person's continued service through each applicable vesting date.

4. The restricted stock units shall vest in four equal annual installments beginning on January 25, 2026, subject to the Reporting Person's continued service through each applicable vesting date. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock and has no expiration date.

	/s/ Christian Ulrich, Attorney-in-Fact	01/28/2025
	** 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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