06/08/2026 | Press release | Distributed by Public on 06/08/2026 14:15
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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) | $4.71 | 06/04/2026 | A | 42,350 | (3) | 06/03/2036 | Common Stock | 42,350 | $ 0 | 42,350(4) | D | ||||
| Restricted Stock Units | (1) | 06/04/2026 | A | 10,987 | (5) | (5) | Common Stock | 10,987 | $ 0 | 10,987(4) | D | ||||
| Restricted Stock Units | (1) | 06/05/2026 | M | 11,580 | (6) | (6) | Common Stock | 11,580 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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SCHIFF ANDREW N C/O ACLARIS THERAPEUTICS, INC. 701 LEE ROAD, SUITE 103 WAYNE, PA 19087 |
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| /s/ Matthew Rothman, Attorney-in-Fact | 06/08/2026 | |
| **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) | Each restricted stock unit represents a contingent right to receive one share of common stock of the issuer. |
| (2) | The reportable securities are owned directly by Aisling Capital IV, LP ("Aisling"), and held indirectly by Aisling Capital Partners IV, LP ("Aisling GP"), as general partner of Aisling, Aisling Capital Partners IV LLC ("Aisling Partners"), as general partner of Aisling GP, and each of the individual managing members of Aisling Partners. The individual managing members (collectively, the "Managers") of Aisling Partners are Dr. Andrew Schiff and Steve Elms. Aisling GP, Aisling Partners, and the Managers share voting and dispositive power over the shares directly held by Aisling. Dr. Schiff disclaims beneficial ownership of these securities and this report is not an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein. |
| (3) | The shares subject to this stock option will vest in twelve equal monthly installments commencing on July 4, 2026, subject to the Reporting Person's Continuous Service (as defined in the Issuer's 2025 Equity Incentive Plan, or the Plan) through each such vesting date. |
| (4) | This grant was made pursuant to the issuer's tenth amended and restated non-employee director compensation policy. |
| (5) | The shares underlying these restricted stock units will vest in one installment on June 4, 2027, subject to the Reporting Person's Continuous Service (as defined in the Plan) as of such date. |
| (6) | The shares underlying these restricted stock units vested on June 5, 2026. |