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*
Nantahala Capital Management, LLC
(Last) (First) (Middle)
130 MAIN ST. 2ND FLOOR
(Street)
NEW CANAAN CT 06840
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TALPHERA, INC. [ TLPH ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) X Other (specify below)
See remarks
3. Date of Earliest Transaction (Month/Day/Year)
03/15/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 03/15/2024 X 755,000 A $5 1,992,519 I See footnote(1)
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
Put Option (obligation to buy) $5 03/15/2024 X 755,000 03/15/2024 03/15/2024 Common Stock 755,000 $0 0 I See footnote(1)
1. Name and Address of Reporting Person*
Nantahala Capital Management, LLC
(Last) (First) (Middle)
130 MAIN ST. 2ND FLOOR
(Street)
NEW CANAAN CT 06840
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
See remarks
1. Name and Address of Reporting Person*
Harkey Wilmot B.
(Last) (First) (Middle)
C/O NANTAHALA CAPITAL MANAGEMENT, LLC
130 MAIN ST. 2ND FLOOR
(Street)
NEW CANAAN CT 06840
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
See remarks
1. Name and Address of Reporting Person*
Mack Daniel
(Last) (First) (Middle)
C/O NANTAHALA CAPITAL MANAGEMENT, LLC
130 MAIN ST. 2ND FLOOR
(Street)
NEW CANAAN CT 06840
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
See remarks
Explanation of Responses:
1. Nantahala Capital Management, LLC ("NCM"), an investment adviser to certain private funds and managed accounts (the "NCM Investors") that hold shares of Common Stock and held certain derivative securities related thereto (the "Derivatives"), including the put options disclosed in this Form 4, may be deemed or have been deemed a beneficial owner of such securities. Each of Mr. Wilmot B. Harkey and Mr. Daniel Mack may be deemed a beneficial owner of the securities beneficially owned by NCM. Each of NCM, Mr. Harkey and Mr. Mack (the "Reporting Persons") disclaims beneficial ownership of the securities disclosed herein except to the extent of their respective pecuniary interests therein.
Remarks:
Mr. Abhinav Jain, an NCM Analyst, is a member of the Issuer's board of directors. On the basis of the relationship among Mr. Jain and each of the Reporting Persons, the Reporting Persons may be deemed directors by deputization with respect to the Issuer for purposes of Section 16 of the Securities Exchange Act of 1934.
/s/ Taki Vasilakis, Chief Compliance Officer of Nantahala Capital Management, LLC 03/15/2024
/s/ Wilmot B. Harkey 03/15/2024
/s/ Daniel Mack 03/15/2024
** 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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