11/14/2025 | Press release | Distributed by Public on 11/14/2025 20:00
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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) | $8.44 | 11/13/2025 | M(1) | 83,978 | (5) | 06/06/2032 | Common Stock | 83,978 | $ 0 | 11,996 | D | ||||
| Stock Option (Right to Buy) | $17.88 | 11/13/2025 | M(1) | 3,529 | (6) | 01/23/2034 | Common Stock | 3,529 | $ 0 | 116,471 | D | ||||
| Stock Option (Right to Buy) | $17.88 | 11/14/2025 | M(1) | 40,287 | (6) | 01/23/2034 | Common Stock | 40,287 | $ 0 | 76,184 | D | ||||
| Stock Option (Right to Buy) | $21.77 | 11/14/2025 | M(1) | 37,494 | (7) | 05/22/2034 | Common Stock | 37,494 | $ 0 | 62,506 | D | ||||
| Stock Option (Right to Buy) | $22.07 | 11/14/2025 | M(1) | 31,250 | (8) | 02/03/2035 | Common Stock | 31,250 | $ 0 | 118,750 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Randhawa Simrat C/O DIANTHUS THERAPEUTICS, INC. 7 TIMES SQUARE, 43RD FLOOR NEW YORK, NY 10036 |
EVP, Head of R&D | |||
| /s/ Adam Veness, as attorney-in-fact for Simrat Randhawa | 11/14/2025 | |
| **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) | This transaction was executed pursuant to a Rule 10b5-1 trading plan adopted on August 14, 2025. |
| (2) | The price reported above is a weighted average price. The shares were sold in multiple transactions at prices ranging from $35.48 to $36.48, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range. |
| (3) | The price reported above is a weighted average price. The shares were sold in multiple transactions at prices ranging from $36.48 to $37.47, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range. |
| (4) | The price reported above is a weighted average price. The shares were sold in multiple transactions at prices ranging from $37.48 to $38.22, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range. |
| (5) | The shares of common stock underlying this stock option award vested as to 25% of the shares on April 25, 2023, with the remaining three quarters vesting in equal monthly installments over the following three years, subject to the Reporting Person's continued service to the Issuer on each such vesting date. |
| (6) | The shares of common stock underlying this stock option award vest in equal monthly installments over the four years after January 1, 2024, subject to the Reporting Person's continued service to the Issuer on each such vesting date. |
| (7) | The shares of common stock underlying this stock option award vest in equal monthly installments over the four years after May 1, 2024, subject to the Reporting Person's continued service to the Issuer on each such vesting date. |
| (8) | The shares of common stock underlying this stock option award vest in equal monthly installments over the four years after January 1, 2025, subject to the Reporting Person's continued service to the Issuer on each such vesting date. |