4/A//SEC Filing
Solomon Michael Edward 4/A
Accession 0001209191-20-035849
CIK 0001359931other
Filed
Jun 10, 8:00 PM ET
Accepted
Jun 11, 1:40 PM ET
Size
12.3 KB
Accession
0001209191-20-035849
Insider Transaction Report
Form 4/AAmended
Solomon Michael Edward
Director
Transactions
- Award
Common Stock
2020-01-10+26,500→ 26,500 total - Award
Stock Option (Right to Buy)
2020-01-09+6,676→ 6,676 totalExercise: $9.18Exp: 2028-12-03→ Common Stock (6,676 underlying) - Award
Stock Option (Right to Buy)
2020-01-09+2,861→ 2,861 totalExercise: $9.18Exp: 2028-07-11→ Common Stock (2,861 underlying)
Footnotes (6)
- [F1]The shares being reported are being issued pursuant to restricted stock unit awards ("RSUs"), each one of which represents a contingent right to receive one share of the Issuer's common stock. 3/24th of the shares were vested upon grant and 1/24th of the shares vest monthly thereafter, beginning on February 10, 2020. Settlement for the RSUs is deferred until the earliest to occur of (i) the Reporting Person's termination of service, (ii) death, (iii) disability and (iv) a change in control of the Issuer. In the event of a change in control of the Issuer, the RSUs will vest in full.
- [F2]On September 23, 2019, the Issuer entered into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement") as amended on November 19, 2019, with the Issuer, REM 1 Acquisition, Inc. ("Merger Sub") and ArTara Subsidiary, Inc. ("ArTara Sub"). On January 9, 2020 (the "Effective Time"), Merger Sub was merged with and into ArTara Sub, with ArTara Sub surviving as a wholly owned subsidiary of the Issuer.
- [F3]One hundred nineteen (119) of the Option Shares shall vest as of the date of the grant, and the remaining Option Shares shall vest in forty six (46) approximately equal increments of fifty nine (59) whole Option Shares beginning on the first day of the first calendar month following the Date of Grant and then on the first day of each of the next forty five (45) months thereafter (each a "Vesting Date"), if the Reporting Person has remained continuously engaged by the Issuer or any Affiliate through such Vesting Date; provided that, on the last such Vesting Date (being May 1, 2022), all of the Option Shares which had not vested by then (being not less than 64 Option Shares) will vest and become exercisable, and that the vesting of all then unvested Option Shares shall be accelerated upon a Change of Control.
- [F4]Received in the Merger in exchange for a stock option to acquire 15,000 shares of ArTara Sub common stock for $1.75 per share.
- [F5]The shares subject to this option shall vest in forty eight (48) approximately equal increments of one hundred thirty nine (139) whole Option Shares beginning on the first day of the first calendar month following December 4, 2018, and then on the first day of each of the next forty seven (47) months thereafter (each a "Vesting Date"), if Reporting Person has remained continuously engaged by the Issuer or any Affiliate through such Vesting Date; provided that, on the last such Vesting Date (being December 1, 2022), all of the Option Shares which had not vested by then (being not less than 139 Option Shares) will vest and become exercisable.
- [F6]Received in the Merger in exchange for a stock option to acquire 35,000 shares of ArTara Sub common stock for $1.75 per share.
Documents
Issuer
Protara Therapeutics, Inc.
CIK 0001359931
Entity typeother
Related Parties
1- filerCIK 0001799320
Filing Metadata
- Form type
- 4/A
- Filed
- Jun 10, 8:00 PM ET
- Accepted
- Jun 11, 1:40 PM ET
- Size
- 12.3 KB