SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Monahan Joseph

(Last) (First) (Middle)
C/O ACLARIS THERAPEUTICS, INC.
701 LEE ROAD, SUITE 103

(Street)
WAYNE PA 19087

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Aclaris Therapeutics, Inc. [ ACRS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Scientific Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/01/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/01/2024 M 7,500 A (1) 137,224 D
Common Stock 02/01/2024 F(2) 2,583 D $1.2 134,641 D
Common Stock 193 I By Spouse
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: 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
Restricted Stock Unit (1) 02/01/2024 M 7,500 (3) (3) Common Stock 7,500 $0.00 22,500 D
Employee Stock Option (Right to Buy) $1.2 02/01/2024 A 206,500 (4) 01/31/2034 Common Stock 206,500 $0.00 206,500 D
Restricted Stock Units (1) 02/01/2024 A 59,000 (5) (5) Common Stock 59,000 $0.00 59,000 D
Restricted Stock Units (1) 02/01/2024 A 147,500 (6) (6) Common Stock 147,500 $0.00 147,500 D
Explanation of Responses:
1. Each restricted stock unit represents a contingent right to receive one share of common stock of the issuer.
2. The transaction reported represents the withholding of shares by the issuer to satisfy the Reporting Person's tax withholding obligations in connection with the vesting and settlement of restricted stock units described in this Form 4.
3. The shares underlying these restricted stock units vest in four equal installments on the first, second, third and fourth anniversaries of February 1, 2023, subject to the Continuous Service (as defined in the Plan) of the Reporting Person as of each such date.
4. Exercisable with respect to 25% of the shares subject to the option vesting in four equal installments on the first, second, third and fourth anniversaries of February 1, 2024, subject to the Continuous Service (as defined in the Plan) of the Reporting Person as of each such date.
5. The shares underlying these restricted stock units vest in four equal installments on the first, second, third and fourth anniversaries of February 1, 2024, subject to the Continuous Service (as defined in the Plan) of the Reporting Person as of each such date.
6. 50% of the shares underlying these restricted stock units vest on each of December 31, 2024 and December 31, 2025, subject to the Continuous Service (as defined in the Plan) of the Reporting Person as of each such date.
Remarks:
/s/ Mark Ballantyne, Attorney-in-Fact 02/05/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

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