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