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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Aerovate Therapeutics, Inc. [ AVTE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/07/2022 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 11/07/2022 | M(1) | 650 | A | $1.74 | 2,259 | D | |||
Common Stock | 11/07/2022 | M(1) | 1,600 | A | $2.14 | 3,859 | D | |||
Common Stock | 11/07/2022 | S(1) | 450 | D | $17.091(2) | 3,409 | D | |||
Common Stock | 11/07/2022 | S(1) | 155 | D | $18.023(3) | 3,254 | D | |||
Common Stock | 11/07/2022 | S(1) | 1,430 | D | $19.823(4) | 1,824 | D | |||
Common Stock | 11/07/2022 | S(1) | 215 | D | $20.293(5) | 1,609 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Stock Option (Right to Buy) | $1.74 | 11/07/2022 | M(1) | 450 | (6) | 09/03/2030 | Common Stock | 450 | $0 | 22,308 | D | ||||
Stock Option (Right to Buy) | $1.74 | 11/07/2022 | M(1) | 200 | (7) | 09/03/2030 | Common Stock | 200 | $0 | 13,688 | D | ||||
Stock Option (Right to Buy) | $2.14 | 11/07/2022 | M(1) | 200 | (8) | 04/01/2031 | Common Stock | 200 | $0 | 15,494 | D | ||||
Stock Option (Right to Buy) | $2.14 | 11/07/2022 | M(1) | 650 | (9) | 04/01/2031 | Common Stock | 650 | $0 | 47,308 | D | ||||
Stock Option (Right to Buy) | $2.14 | 11/07/2022 | M(1) | 750 | (10) | 04/01/2031 | Common Stock | 750 | $0 | 56,732 | 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 $16.67 to $17.41, inclusive. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request. |
3. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $17.70 to $18.62, inclusive. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request. |
4. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $19.15 to $20.14, inclusive. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request. |
5. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $20.21 to $20.51, inclusive. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request. |
6. 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. |
7. 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. |
8. 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. |
9. 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. |
10. 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. |
/s/ George A. Eldridge, Attorney-in-Fact | 11/09/2022 | |
** 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 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. |