0001209191-20-003221.txt : 20200113 0001209191-20-003221.hdr.sgml : 20200113 20200113185613 ACCESSION NUMBER: 0001209191-20-003221 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200109 FILED AS OF DATE: 20200113 DATE AS OF CHANGE: 20200113 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BESHAR LUKE M CENTRAL INDEX KEY: 0001192128 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36694 FILM NUMBER: 20524681 MAIL ADDRESS: STREET 1: 550 HILLS DRIVE STREET 2: 3RD FLOOR CITY: BEDMINSTER STATE: NJ ZIP: 07921 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ArTara Therapeutics, Inc. CENTRAL INDEX KEY: 0001359931 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1 LITTLE WEST 12TH STREET CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: 646-844-0337 MAIL ADDRESS: STREET 1: 1 LITTLE WEST 12TH STREET CITY: NEW YORK STATE: NY ZIP: 10014 FORMER COMPANY: FORMER CONFORMED NAME: PROTEON THERAPEUTICS INC DATE OF NAME CHANGE: 20060420 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-01-09 0 0001359931 ArTara Therapeutics, Inc. TARA 0001192128 BESHAR LUKE M C/O ARTARA THERAPEUTICS, INC. 1 LITTLE WEST 12TH STREET NEW YORK NY 10014 1 0 0 0 Common Stock 2020-01-10 4 A 0 168000 0.00 A 168000 D Stock Option (Right to Buy) 9.18 2020-01-09 4 A 0 12399 A 2028-07-11 Common Stock 12399 12399 D Stock Option (Right to Buy) 9.18 2020-01-09 4 A 0 6676 A 2028-12-31 Common Stock 6676 6676 D Stock Option (Right to Buy) 9.18 2020-01-09 4 A 0 10491 A 2029-04-28 Common Stock 10491 10491 D 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. 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. The shares subject to this option shall vest in forty eight (48) approximately equal increments of one thousand one hundred forty five (1,145) whole Option Shares beginning on the first day of the first calendar month following July 12, 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 April 1, 2023), all of the Option Shares which had not vested by then (being not less than 1,184 Option Shares) will vest and become exercisable. Received in the Merger in exchange for a stock option to acquire 65,000 shares of ArTara Sub common stock for $1.75 per share. 1/48th of the shares subject to the option shall vest monthly following January 1, 2019, for so long as the Reporting Person provides continuous service to the Issuer. 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. 1/48th of the shares subject to the option shall vest monthly following April 29, 2019, for so long as the Reporting Person provides continuous service to the Issuer. Received in the Merger in exchange for a stock option to acquire 55,000 shares of ArTara Sub common stock for $1.75 per share. /s/ Jesse Shefferman, Attorney-in-fact 2020-01-13