0001209191-20-035845.txt : 20200611 0001209191-20-035845.hdr.sgml : 20200611 20200611133248 ACCESSION NUMBER: 0001209191-20-035845 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200109 FILED AS OF DATE: 20200611 DATE AS OF CHANGE: 20200611 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Braunstein Scott CENTRAL INDEX KEY: 0001643875 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-36694 FILM NUMBER: 20956805 MAIL ADDRESS: STREET 1: C/O ESPERION THERAPEUTICS, INC. STREET 2: 3891 RANCHERO DRIVE, SUITE 150 CITY: ANN ARBOR STATE: MI ZIP: 48108 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Protara Therapeutics, Inc. CENTRAL INDEX KEY: 0001359931 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 204580525 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: ArTara Therapeutics, Inc. DATE OF NAME CHANGE: 20200110 FORMER COMPANY: FORMER CONFORMED NAME: PROTEON THERAPEUTICS INC DATE OF NAME CHANGE: 20060420 4/A 1 doc4a.xml FORM 4/A SUBMISSION X0306 4/A 2020-01-09 2020-01-13 0 0001359931 Protara Therapeutics, Inc. TARA 0001643875 Braunstein Scott C/O PROTARA THERAPEUTICS, INC. 1 LITTLE WEST 12TH STREET NEW YORK NY 10014 1 0 0 0 Stock Option (Right to Buy) 9.18 2020-01-09 4 A 0 2861 A 2028-07-11 Common Stock 2861 2861 D Stock Option (Right to Buy) 9.18 2020-01-09 4 A 0 16214 A 2028-12-03 Common Stock 16214 16214 D Stock Option (Right to Buy) 9.18 2020-01-09 4 A 0 15641 A 2029-04-28 Common Stock 15641 15641 D 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. 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. 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. The Option Shares shall vest in forty eight (48) approximately equal increments of three hundred thirty seven (337) 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 will vest and become exercisable. Received in the Merger in exchange for a stock option to acquire 85,000 shares of ArTara Sub common stock for $1.75 per share. The Stock Options originally noted on Table II of the Reporting Person's Form 4 filed on 1/13/2020, in the amounts of 9,537 shares and 6,676 shares, respectively, with the expiration date of 12/31/2028, have been combined and reported hereto as one Stock Option, pursuant to the Board's approval on 12/04/2018. 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 82,000 shares of ArTara Sub common stock for $1.75 per share. /s/ Jesse Shefferman, Attorney-in-fact 2020-06-10