| 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
Olema Pharmaceuticals, Inc. [ OLMA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/09/2024 | ||||||||||||||||||||||||||
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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 | 12/09/2024 | A | 48,750(1) | A | $0 | 624,399(2) | D | |||
| Common Stock | 12/10/2024 | S(3) | 12,452 | D | $9.38(4) | 611,947 | D | |||
| Common Stock | 12/11/2024 | S(3) | 13,314 | D | $8.66(5) | 598,633 | D | |||
| Common Stock | 12/11/2024 | S(3) | 300 | D | $9.39(6) | 598,333 | D | |||
| Common Stock | 12,831 | I | See Footnote(7) | |||||||
| Common Stock | 154,846 | I | See Footnote(8) | |||||||
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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 | ||||||||
| Explanation of Responses: |
| 1. On November 11, 2022, the Reporting Person was granted certain performance restricted stock units ("PRSUs") for 75,000 shares, which were subject to vesting upon certification by the Compensation Committee of the Company's achievement of two different performance milestones. 35% of the award previously vested on November 20, 2023. On December 9, 2024, the Compensation Committee certified that the remaining 65% of the award vested based on achievement of certain performance criteria. |
| 2. Includes 1,490 shares acquired under the Issuer's Employee Stock Purchase Plan on June 30, 2024. |
| 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 $9.38, and the range of prices was between $8.89 and $9.67. 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 $8.66, and the range of prices was between $8.22 and $9.21. 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 $9.39, and the range of prices was between $9.31 and $9.74. 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. |
| 7. The shares are held by The Myles Family Revocable Inter Vivos Trust, of which the Reporting Person is trustee. |
| 8. The shares are held by Myles Properties Inc., of which the Reporting Person is President. |
| /s/ Shane Kovacs, Attorney-in-Fact | 12/11/2024 | |
| ** 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. | ||
