Amended Statement of Beneficial Ownership (3/a)
05 April 2022 - 6:40AM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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
*
Maraoui Claude |
2. Date of Event Requiring Statement (MM/DD/YYYY)
11/16/2021
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3. Issuer Name and Ticker or Trading Symbol
Journey Medical Corp [DERM]
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(Last)
(First)
(Middle)
C/O JOURNEY MEDICAL CORPORATION,, 9237 E VIA DE VENTURA BLVD., SUITE 105 |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__X__ Director _____ 10% Owner ___X___ Officer (give title below) _____ Other (specify below) President & CEO / |
(Street)
SCOTTSDALE, AZ 85258
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY) 11/26/2021
| 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 Beneficially Owned
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1.Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
COMMON STOCK (1) | 1892530 (2) | 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. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | This Form 3 amendment is being filed to correct the original Form 3 originally filed on November 26, 2021, which (i) incorrectly stated the number of restricted stock units granted to Mr. Maraoui and total number of shares of Journey Medical Corporation's common stock owned by Mr. Maraoui and (ii) omitted the vesting schedule of his restricted stock units discussed below. |
(2) | Includes 442,530 unvested Restricted Stock Units granted to Mr. Maraoui, which will vest in accordance with the following schedule: 147,362 shares on the fifteenth day of the eighteenth month following the closing of our initial public offering (the "Tranche 1 Vesting Date"); 147,362 of which will vest nine months after the Tranche 1 Vesting Date (the "Tranche 2 Vesting Date"), and 147,806 of which will vest nine months after the Tranche 2 Vesting Date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Maraoui Claude C/O JOURNEY MEDICAL CORPORATION, 9237 E VIA DE VENTURA BLVD., SUITE 105 SCOTTSDALE, AZ 85258 | X |
| President & CEO |
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Signatures
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/s/ Claude Maraoui | | 4/4/2022 |
**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 5(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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