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^*

Ragan Paula

(Last)

(First)

(Middle)

C/O X4 PHARMACEUTICALS, INC.

955 MASSACHUSETTS AVENUE, 4TH FLOOR

(Street)

CAMBRIDGE

02139

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
X4 Pharmaceuticals, Inc [ XFOR ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/13/2019

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	03/13/2019		A		181,366	A	⁽¹⁾	181,366	D

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)
Stock Option (right to buy)	$6.84	03/13/2019		A		100,729		⁽²⁾	01/18/2026	Common Stock	100,729	⁽³⁾	100,729	D
Stock Option (right to buy)	$6.84	03/13/2019		A		65,430		⁽⁴⁾	01/23/2027	Common Stock	65,430	⁽⁵⁾	65,430	D
Stock Option (right to buy)	$7.08	03/13/2019		A		80,160		⁽⁶⁾	01/30/2028	Common Stock	80,160	⁽⁷⁾	80,160	D

Explanation of Responses:

1. Received in exchange for 1,870,000 shares of common stock of X4 Therapeutics, Inc. (formerly X4 Pharmaceuticals, Inc.) ("X4") and 38,451 shares of Series Seed preferred stock of X4 in connection with the merger of Artemis AC Corp., a wholly-owned subsidiary of the Issuer, with and into X4 (the "Merger") on March 13, 2019.

2. Fully vested.

3. Reflects the Reporting Person's stock option to acquire 1,059,935 shares of X4 common stock for $0.65 per share that was assumed by the Issuer in the Merger.

4. Twenty-five percent (25%) of the shares subject to the option vested on January 24, 2018, and one thirty-sixth (1/36th) of the remaining shares subject to the option shall vest each month thereafter, subject to the Reporting Person continuing to provide service through each such date.

5. Reflects the Reporting Person's stock option to acquire 688,500 shares of X4 common stock for $0.65 per share that was assumed by the Issuer in the Merger.

6. Twenty-five percent (25%) of the shares subject to the option vested on January 31, 2019, and one thirty-sixth (1/36th) of the remaining shares subject to the option shall vest each month thereafter, subject to the Reporting Person continuing to provide service through each such date.

7. Reflects the Reporting Person's stock option to acquire 843,496 shares of X4 common stock for $0.67 per share that was assumed by the Issuer in the Merger.

Remarks:

All share and per share amounts of the Issuer's common stock and stock options reported in this Form 4 reflect the 1-for-6 reverse stock split of the Issuer's common stock effected on March 13, 2019 after the completion of the Merger.

	/s/ Adam S. Mostafa, attorney-in-fact	03/14/2019
	** 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).
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