| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 04/24/2023 |
3. Issuer Name and Ticker or Trading Symbol
Ocuphire Pharma, Inc. [ OCUP ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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) |
| Common Stock | 22,304 | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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 | ||||
| Employee Stock Option (right to buy) | (1) | 03/24/2031 | Common Stock | 18,000 | 6.04 | D | |
| Employee Stock Option (right to buy) | (2) | 06/30/2031 | Common Stock | 20,000 | 5.37 | D | |
| Employee Stock Option (right to buy) | (3) | 01/27/2032 | Common Stock | 18,800 | 2.9 | D | |
| Employee Stock Option (right to buy) | (4) | 08/31/2032 | Common Stock | 15,000 | 2.24 | D | |
| Employee Stock Option (right to buy) | (5) | 01/09/2033 | Common Stock | 25,956 | 3.5 | D | |
| Explanation of Responses: |
| 1. The option vests in twenty-four (24) equal monthly increments of 750 shares on the last day of each month from April 2021 through March 2023. |
| 2. 5,000 shares vested on June 30, 2022, then 416 shares vest at the end of each month from July 2022 through May 2025, and 440 shares vest at the end of June 2025. |
| 3. The option vested with respect to 4,700 shares on January 28, 2023, and then with respect to 391 shares on the last day of each month from February 2023 through December 2025 and with respect to 415 shares at the end of January 2026. |
| 4. The option vests with respect to 3,750 shares on September 1, 2023, and then with respect to 312 shares on the last day of each month from September 2023 through July 2026 and with respect to 330 shares at the end of August 2026. |
| 5. 25% of the shares subject to the option vest on the first anniversary of the grant date, with the balance vesting quarterly in 12 equal installments thereafter. |
| Remarks: |
| Exhibit 24, Power of Attorney, is attached. |
| /s/ Emily J. Johns, by Power of Attorney | 04/26/2023 | |
| ** 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 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). | ||
| 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. | ||
