SEC FORM 4

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).

1. Name and Address of Reporting Person^*

Lowenthal Richard E

(Last)

(First)

(Middle)

C/O ARS PHARMACEUTICALS, INC.

11682 EL CAMINO REAL, SUITE 120

(Street)

SAN DIEGO

92130

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ARS Pharmaceuticals, Inc. [ SPRY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	PRESIDENT AND CEO

3. Date of Earliest Transaction (Month/Day/Year)
05/14/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								4,315,313	D
Common Stock	05/14/2024		S		2,873⁽¹⁾	D	$9.0084⁽²⁾	1,644,574	I	By Sarina Tanimoto Charitable Remainder UniTrust Dated January 7, 2020⁽³⁾
Common Stock	05/14/2024		S		2,884⁽¹⁾	D	$9.0058⁽⁴⁾	1,795,615	I	By Lowenthal-Tanimoto Family Trust U/A DTD 4/3/2006⁽⁵⁾
Common Stock	05/15/2024		S		2,381⁽¹⁾	D	$9.0547⁽⁶⁾	1,642,193	I	By Sarina Tanimoto Charitable Remainder UniTrust Dated January 7. 2020⁽³⁾
Common Stock	05/15/2024		S		2,766⁽¹⁾	D	$9.0403⁽⁷⁾	1,792,849	I	By Lowenthal-Tanimoto Family Trust U/A DTD 4/3/2006⁽⁵⁾
Common Stock	05/16/2024		S		44,746⁽¹⁾	D	$9.0581⁽⁸⁾	1,597,447	I	By Sarina Tanimoto Charitable Remainder UniTrust Dated January 7, 2020⁽³⁾
Common Stock	05/16/2024		S		44,350⁽¹⁾	D	$9.0577⁽⁹⁾	1,748,499	I	By Lowenthal-Tanimoto Family Trust U/A DTD 4/3/2006⁽⁵⁾
Common Stock								1,596,494	I	By Richard E. Lowenthal Charitable Remainder UniTrust Dated January 7, 2020⁽¹⁰⁾
Common Stock								3,407,847	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The shares were sold pursuant to a Rule 10b5-1 trading plan entered into on March 31, 2023.

2. The weighted average sale price for the transaction reported was $9.0084, and the range of prices were between $9.00 and $9.06. Upon request by the SEC staff, the Issuer, or any security holder of the Issuer, full information regarding the number of shares sold at each separate price will be provided.

3. The Reporting Person's spouse is trustee of the trust. The Reporting Person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

4. The weighted average sale price for the transaction reported was $9.0058, and the range of prices were between $9.00 and $9.06. Upon request by the SEC staff, the Issuer, or any security holder of the Issuer, full information regarding the number of shares sold at each separate price will be provided.

5. The shares are held in trust for the benefit of the Reporting Person and his spouse. The Reporting Person and his spouse are trustees of the trust.

6. The weighted average sale price for the transaction reported was $9.0547, and the range of prices were between $9.00 and $9.16. Upon request by the SEC staff, the Issuer, or any security holder of the Issuer, full information regarding the number of shares sold at each separate price will be provided.

7. The weighted average sale price for the transaction reported was $9.0403, and the range of prices were between $9.00 and $9.12. Upon request by the SEC staff, the Issuer, or any security holder of the Issuer, full information regarding the number of shares sold at each separate price will be provided.

8. The weighted average sale price for the transaction reported was $9.0581, and the range of prices were between $9.00 and $9.13. Upon request by the SEC staff, the Issuer, or any security holder of the Issuer, full information regarding the number of shares sold at each separate price will be provided.

9. The weighted average sale price for the transaction reported was $9.0577, and the range of prices were between $9.00 and $9.14. Upon request by the SEC staff, the Issuer, or any security holder of the Issuer, full information regarding the number of shares sold at each separate price will be provided.

10. The Reporting Person is trustee of the trust.

	/s/ Kathleen Scott, Attorney-in-Fact	05/16/2024
	** 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.
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