Statement of Changes in Beneficial Ownership (4)
10 January 2023 - 10:01AM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
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NIVEN RALPH |
2. Issuer Name and Ticker or Trading Symbol
Aerovate Therapeutics, Inc.
[
AVTE
]
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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 |
(Last)
(First)
(Middle)
C/O AEROVATE THERAPEUTICS, INC., 930 WINTER STREET, SUITE M-500 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/5/2023 |
(Street)
WALTHAM, MA 02451
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 1/5/2023 | | M(1) | | 650 | A | $1.74 | 2259 | D | |
Common Stock | 1/5/2023 | | M(1) | | 1600 | A | $2.14 | 3859 | D | |
Common Stock | 1/5/2023 | | S(1) | | 2250 | D | $26.402 (2) | 1609 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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) | $1.74 | 1/5/2023 | | M (1) | | | 450 | (3) | 9/3/2030 | Common Stock | 450 | $0 | 21408 | D | |
Stock Option (Right to Buy) | $1.74 | 1/5/2023 | | M (1) | | | 200 | (4) | 9/3/2030 | Common Stock | 200 | $0 | 13288 | D | |
Stock Option (Right to Buy) | $2.14 | 1/5/2023 | | M (1) | | | 200 | (5) | 4/1/2031 | Common Stock | 200 | $0 | 15094 | D | |
Stock Option (Right to Buy) | $2.14 | 1/5/2023 | | M (1) | | | 650 | (6) | 4/1/2031 | Common Stock | 650 | $0 | 46008 | D | |
Stock Option (Right to Buy) | $2.14 | 1/5/2023 | | M (1) | | | 750 | (7) | 4/1/2031 | Common Stock | 750 | $0 | 55232 | D | |
Explanation of Responses: |
(1) | This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on July 6, 2022. |
(2) | The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $26.21 to $26.74, inclusive. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request. |
(3) | A total of 24,108 shares subject to an employee stock option were granted on September 4, 2020, with 25% of this option vested on August 1, 2021, and the remainder vesting in 36 substantially equal monthly installments thereafter. |
(4) | A total of 14,488 shares subject to an employee stock option were granted on September 4, 2020, with 25% of this option vested on June 1, 2021, and the remainder vesting in 36 substantially equal monthly installments thereafter. |
(5) | A total of 16,294 shares subject to an employee stock option were granted on April 2, 2021, with options vesting in 48 equal monthly installments, with the first installment vested on May 2, 2021. |
(6) | A total of 49,908 shares subject to an employee stock option were granted on April 2, 2021, with options vesting in 48 equal monthly installments, with the first installment vested on July 4, 2021. |
(7) | A total of 59,732 shares subject to an employee stock option were granted on April 2, 2021, with options vesting in 48 equal monthly installments, with the first installment vested on July 4, 2021. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
NIVEN RALPH C/O AEROVATE THERAPEUTICS, INC. 930 WINTER STREET, SUITE M-500 WALTHAM, MA 02451 |
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| CHIEF SCIENTIFIC OFFICER |
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Signatures
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/s/ George A. Eldridge, Attorney-in-Fact | | 1/9/2023 |
**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 control number. |
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