11/07/2025 | Press release | Distributed by Public on 11/07/2025 16:59
|
FORM 4
|
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 |
|
|
|||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||
| 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) | ||
|
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) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy Common Stock) | $12.54 | 11/06/2025 | D(1)(2) | 330,200 | (3) | 06/11/2033 | Common Stock | 330,200 | $ 0 | 0 | D | ||||
| Stock Option (right to buy Common Stock) | $8.99 | 11/06/2025 | A(1)(2) | 330,200 | (3) | 06/11/2033 | Common Stock | 330,200 | $ 0 | 330,200 | D | ||||
| Stock Option (right to buy Common Stock) | $14.44 | 11/06/2025 | D(1)(2) | 90,000 | (4) | 01/04/2034 | Common Stock | 90,000 | $ 0 | 0 | D | ||||
| Stock Option (right to buy Common Stock) | $8.99 | 11/06/2025 | A(1)(2) | 90,000 | (4) | 01/04/2034 | Common Stock | 90,000 | $ 0 | 90,000 | D | ||||
| Stock Option (right to buy Common Stock) | $11.87 | 11/06/2025 | D(1)(2) | 90,000 | (5) | 01/14/2035 | Common Stock | 90,000 | $ 0 | 0 | D | ||||
| Stock Option (right to buy Common Stock) | $8.99 | 11/06/2025 | A(1)(2) | 90,000 | (5) | 01/14/2035 | Common Stock | 90,000 | $ 0 | 90,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
|
Merendino Lauren 1800 SIERRA POINT PARKWAY, SUITE 200 BRISBANE, CA 94005 |
Chief Commercial Officer | |||
| /s/ Charles N. York II, as Attorney-in-Fact | 11/07/2025 | |
| **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) | On October 7, 2025, the Issuer's Board of Directors approved an option repricing (the "Repricing") whereby the Reporting Person's options were repriced on November 6, 2025 (the "Effective Date") with a new exercise price of $8.99 (if lower than the original exercise price), the closing price on Nasdaq as of the Effective Date. In order to exercise the repriced options at the new exercise price, the Reporting Person is required to remain in service with the Issuer through the Retention Period; provided that the additional premium payment will not be required if the Reporting Person's service to the Issuer is terminated by reason of death or Disability (as defined in the Company's 2021 Equity Incentive Plan ("the Plan")). |
| (2) | (Continued from Footnote 1) The "Retention Period" commenced on the Effective Date and ends upon the earliest of (i) the 12-month anniversary of the Effective Date and (ii) a Corporate Transaction (as defined in the Plan). All of the other terms of the options remain unchanged. Such transactions were exempt pursuant to Rule 16b-6(d) and Rule 16b-3 of the Exchange Act, as applicable. |
| (3) | The option vests as to 25% of the total shares on June 12, 2024 and then 2.0833% of the total shares vest monthly thereafter, with 100% of the total shares vested on June 12, 2027, subject to the Reporting Person's provision of service to the Issuer on each vesting date. |
| (4) | The option vests as to 1/48th of the total shares monthly, commencing February 5, 2024, subject to the Reporting Person's provision of service to the Issuer on each vesting date. |
| (5) | The option vests as to 1/48th of the total shares monthly, commencing February 15, 2025, subject to the Reporting Person's provision of service to the Issuer on each vesting date. |