| FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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). | |||||||||||||||||
| Form 3 Holdings Reported. | |||||||||||||||||
| Form 4 Transactions Reported. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
RELMADA THERAPEUTICS, INC. [ RLMD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2022 | ||||||||||||||||||||||||||
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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 at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
| Amount | (A) or (D) | Price | |||||||||||||
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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) | |||
| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
| Stock Option (right to buy) | $16 | 07/08/2021 | G(1)5 | 4,131 | (2) | 07/10/2022 | Common Stock | 4,131 | $0 | 0 | D | |||
| Stock Option (right to buy) | $16 | 07/08/2021 | G(1)5 | 27,123 | (3) | 09/30/2023 | Common Stock | 27,123 | $0 | 6,165 | D | |||
| Stock Option (right to buy) | $54 | 07/08/2021 | G(1)5 | 8,231 | (4) | 02/23/2025 | Common Stock | 8,231 | $0 | 3,019 | D | |||
| Stock Option (right to buy) | $43.47 | 07/08/2021 | G(1)5 | 131,250 | (5) | 12/19/2029 | Common Stock | 131,250 | $0 | 218,750 | D | |||
| Stock Option (right to buy) | $33.43 | 07/08/2021 | G(1)5 | 93,750 | (6) | 01/07/2031 | Common Stock | 93,750 | $0 | 162,500 | D | |||
| Stock Option (right to buy) | $33.43 | 07/08/2021 | G(1)5 | 87,500 | (7) | 01/07/2031 | Common Stock | 87,500 | $0 | 162,500 | D | |||
| Explanation of Responses: |
| 1. Represents a bona fide gift of stock options to a family trust. An independent trustee is trustee of the trust. |
| 2. The options were granted on July 10, 2012. 25% of the options vested upon the grant date and the remaining 75% of the options vested in equal quarterly increments over the next four (4) years, so that the last set of options vested in July 2016. |
| 3. The options were granted on September 30, 2013. 25% of the options vested upon the date of grant and the remaining 75% of the options vested in equal quarterly increments over the next four (4) years, so that the last set of options vested in September 2017. |
| 4. The options were granted on February 15, 2015. 6.25% of the options vested each quarter from the date of grant. |
| 5. The options were granted on December 19, 2019. 6.25% of the options vest each quarter from the date of grant. |
| 6. The options were granted on January 7, 2021. 6.25% of the options vest each quarter from the date of grant. |
| 7. The options were granted on January 7, 2021. 25% of the options vested one year from the grant date, and thereafter in equal quarterly increments of 6.25% over the following three years. |
| /s/ Sergio Traversa | 02/02/2023 | |
| ** 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 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. | ||