05/19/2026 | Press release | Distributed by Public on 05/19/2026 15:00
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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 | ||||||||
| Stock Option (Right to Buy) | $7.39 | 05/19/2026 | A | 2,169,103 | (3) | 05/19/2036 | Common Stock | 2,169,103 | $ 0 | 2,169,103 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Holles Natalie C. C/O AURA BIOSCIENCES, INC. 80 GUEST STREET BOSTON, MA 02135 |
X | See Remarks | ||
| /s/ Conor Kilroy, as Attorney-in-Fact | 05/19/2026 | |
| **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) | These shares were acquired pursuant to a restricted stock unit ("RSU") award as Inducement Awards. Each RSU represents the right to receive one share of the Issuer's common stock. These RSUs vest in four substantially equal annual installments beginning on April 15, 2027, subject to the Reporting Person's continued service as of each such vesting date. |
| (2) | These shares were acquired pursuant to a performance RSU ("PRSU") award as Inducement Awards. The PRSUs are subject to both time-based vesting and the achievement of a performance condition, both of which must be satisfied before the PRSUs will be deemed vested. The PRSUs shall vest in four substantially equal annual installments commencing on April 15, 2027, subject to Ms. Holles' continued service as of each such time-based vesting date and the satisfaction of the performance condition. The expiration date of the PRSUs is the earlier of (i) the sixth (6th) anniversary of the grant date and (ii) the date Ms. Holles no longer has a service relationship with the Issuer. Any such PRSUs that have not vested on or prior to such expiration date shall be forfeited for no consideration. |
| (3) | The shares underlying this option vest as follows: 25% of the shares vest on April 30, 2027 with the remainder vesting thereafter pro-rata in 36 monthly installments, subject to the Reporting Person's continued service as of each such vesting date. |
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Remarks: Chief Executive Officer and President |
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