Jeffrey S Martini Form 3 PALVELLA THERAPEUTICS / Jeffrey S Martini ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Martini Jeffrey S

(Last) (First) (Middle)

C/O PALVELLA THERAPEUTICS, INC.

125 STRAFFORD AVENUE, SUITE 360

(Street)

WAYNE PA 19087

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/13/2024

3. Issuer Name and Ticker or Trading Symbol
PALVELLA THERAPEUTICS, INC. [ PVLA ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	(1)	10/11/2030	Common Stock	32,272	9.08	D
Stock Option (right to buy)	(2)	02/22/2033	Common Stock	10,213	9.79	D
Stock Option (right to buy)	(2)	02/22/2033	Common Stock	18,541	9.79	D
Stock Option (right to buy)	(3)	05/27/2034	Common Stock	13,281	7.53	D
Stock Option (right to buy)	(3)	05/27/2034	Common Stock	6,606	7.53	D

Explanation of Responses:

1. The stock option is fully vested.

2. The stock option vests in equal monthly installments over a forty-eight month period. The option was granted on February 23, 2023.

3. The stock option vests in equal monthly installments over a forty-eight month period. The option was granted on May 28, 2024.

	/s/ Kathleen A. McGowan, Attorney-in-Fact	12/16/2024
	** 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 5 (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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