01/14/2026 | Press release | Distributed by Public on 01/14/2026 17:05
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT 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) | ||
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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 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 | ||||||||
| Employee Stock Option (Right to Buy) | $15.47 | 01/12/2026 | A | 158,046 | (4) | 01/11/2036 | Common Stock | 158,046 | $ 0 | 3,047,312 | D | ||||
| Restricted Stock Units | (5) | 01/12/2026 | A | 100,517 | (6) | (6) | Common Stock | 100,517 | $ 0 | 3,147,829 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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BRYNJELSEN SEAN C/O ETON PHARMACEUTICALS, INC. 21925 W. FIELD PARKWAY, SUITE 235 DEERPARK, IL 60010-7208 |
X | X | President & CEO | |
| /s/ James R. Gruber | 01/14/2026 | |
| **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) | Shares withheld by the Issuer to satisfy applicable withholding taxes upon the vesting of restricted stock units. |
| (2) | The shares were sold in multiple trades at prices ranging from $15.39 to $15.42. The price reported above reflects the weighted average sales price. |
| (3) | The Reporting Person will provide upon request by the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased or sold at each separate price. |
| (4) | The shares subject to the option shall vest in 48 equal monthly installments from the date of grant until fully vested and exercisable on January 12, 2030. |
| (5) | Each restricted stock unit represents a contingent right to receive one share of ETON Common Stock. |
| (6) | The restricted stock units vest in four equal annual installments beginning January 12, 2027, contingent upon the reporting person being employed by the issuer on the date(s) of vesting. |
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Remarks: The reporting person has authorized and designated the named person to file this Form 4 on the reporting person's behalf for indefinite duration. |
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