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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (right to buy) | $ 19.03 | 05/25/2022(1) | A | 651,821 | 03/17/2022(2) | 12/17/2031 | Common Stock | 651,821 | $ 0 | 1,143,994 | D | ||||
Stock Option (right to buy) | $ 19.03 | 05/25/2022(1) | A | 300,000 | (3) | 12/17/2031 | Common Stock | 300,000 | $ 0 | 300,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
TRAVERSA SERGIO C/O RELMADA THERAPEUTICS, INC. 2222 PONCE DE LEON BLVD, 3RD FLOOR CORAL GABLES,, FL 33134 |
X | Chief Executive Officer |
/s/ Sergio Traversa | 05/26/2022 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | The option grant was approved by the Board of Directors of the Company on December 17, 2021, subject to shareholder approval of an amendment to the Company's 2021 Equity Incentive Plan (the "Plan") increasing the number of shares of Common Stock available for the grant of awards under the Plan in an amount sufficient to cover this option grant. Shareholder approval was received for such amendment on May 25, 2022, at the 2022 Annual Meeting of the Company's shareholders. |
(2) | The option vests in 16 equal quarterly installments, at 6.25% per quarter, commencing on March 17, 2022. |
(3) | 50% of the option shall vest when the Board of Directors or Compensation Committee has determined that 301, 302 and 303 Trials of dextromethadone (REL-1017) in major depressive disorder ("MDD") complete enrollment, as defined in the respective Trial's protocol, with 364 patients per Trial with the last patient in for each trial to be enrolled by December 31, 2022. The remaining 50% of the option shall vest when the Board of Directors or Compensation Committee has determined that 301, 302 and 303 Trials of REL-1017 in MDD report top-line data by December 31, 2023, and meet or exceed their primary and key secondary endpoints as defined in in the respective Trial's protocol. |