11/04/2025 | Press release | Distributed by Public on 11/04/2025 19:18
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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 | ||||||||
| Restricted Stock Unit | (3) | 11/01/2025 | M | 613 | (4) | (4) | Common Stock | 613 | $ 0 | 1,842 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Gano Kyle 6027 EDGEWOOD BEND CT. SAN DIEGO, CA 92130 |
X | Chief Executive Officer | ||
| /s/ Darin Lippoldt, Attorney-in-Fact | 11/04/2025 | |
| **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) | Includes an aggregate of 200 shares purchased on February 28, 2025 from the Neurocrine Biosciences, Inc. 2018 Employee Stock Purchase Plan. |
| (2) | The mandatory sales reported in this Form 4 were made to cover withholding taxes and tax related items imposed by the Issuer in connection with the vesting of restricted stock units, and it is intended to comply with the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act and be interpreted to meet the requirements of Rule 10b5-1(c). |
| (3) | Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer Common Stock. |
| (4) | This RSU was granted to the Reporting Person on November 1, 2024. In accordance with the terms of the RSU, the award vested as to 613 shares on November 1, 2025, and will vest as to 614 shares on November 1, 2026, 614 shares on November 1, 2027, and 614 shares on November 1, 2028, subject to the terms and conditions of the award. |