0001209191-22-056440.txt : 20221110 0001209191-22-056440.hdr.sgml : 20221110 20221110180020 ACCESSION NUMBER: 0001209191-22-056440 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221108 FILED AS OF DATE: 20221110 DATE AS OF CHANGE: 20221110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kelly Michael CENTRAL INDEX KEY: 0001952533 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39756 FILM NUMBER: 221378894 MAIL ADDRESS: STREET 1: C/O ARS PHARMACEUTICALS, INC. STREET 2: 11682 EL CAMINO REAL, SUITE 120 CITY: SAN DIEGO STATE: CA ZIP: 92130 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ARS Pharmaceuticals, Inc. CENTRAL INDEX KEY: 0001671858 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 811489190 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 11682 EL CAMINO REAL, SUITE 120 CITY: SAN DIEGO STATE: CA ZIP: 92130 BUSINESS PHONE: 858-771-9307 MAIL ADDRESS: STREET 1: 11682 EL CAMINO REAL, SUITE 120 CITY: SAN DIEGO STATE: CA ZIP: 92130 FORMER COMPANY: FORMER CONFORMED NAME: Silverback Therapeutics, Inc. DATE OF NAME CHANGE: 20160412 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-11-08 0 0001671858 ARS Pharmaceuticals, Inc. SPRY 0001952533 Kelly Michael C/O ARS PHARMACEUTICALS, INC. 11682 EL CAMINO REAL, SUITE 120 SAN DIEGO CA 92130 1 0 0 0 Common Stock 2022-11-08 4 A 0 83225 A 83225 I The 2019 Michael Kelly Irrevocable Deed of Trust Employee Stock Option (right to buy) 0.84 2022-11-08 4 A 0 70422 A 2029-07-04 Common Stock 70422 70422 D Employee Stock Option (Right to Buy) 1.44 2022-11-08 4 A 0 118190 A 2031-12-13 Common Stock 118190 118190 D Received in exchange for 70,416 shares of common stock of ARS Pharmaceuticals, Inc. ("ARS") pursuant to an Agreement and Plan of Merger and Reorganization by and among ARS, the Issuer and Sabre Merger Sub, Inc., a wholly-owned subsidiary of the Issuer ("Merger Sub"), as amended (the "Merger Agreement"). Under the terms of the Merger Agreement, on November 8, 2022, Merger Sub merged with and into ARS (the "Merger"), with ARS surviving the Merger as a wholly-owned subsidiary of the Issuer. Upon the closing of the Merger, each share of ARS common stock was converted into the right to receive 1.1819 shares of the Issuer common stock. Subsequent to the Merger, the name of the Issuer was changed from Silverback Therapeutics, Inc. to ARS Pharmaceuticals, Inc. The Reporting Person's spouse and sister are trustees of the trust. The beneficiary of the trust is the Reporting Person's spouse. The Reporting Person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these Securities for purposes of Section 16 or for any other purpose. 25% of the shares subject to the option vest on the one year anniversary of the vesting commencement date and the balance of the shares vest in a series of thirty-six (36) successive equal monthly installments measured the first anniversary of the vesting commencement date. Received in exchange for a stock option to acquire 59,584 shares of common stock of ARS pursuant to the Merger Agreement. Upon the closing of the Merger, each outstanding option to purchase shares of ARS common stock was assumed by the Issuer and converted into an option to purchase the Issuer's common stock. The shares vest in a series of thirty-six (36) successive equal monthly installments measured from the vesting commencement date. Received in exchange for a stock option to acquire 100,000 shares of common stock of ARS pursuant to the Merger Agreement. /s/ Kathleen Scott, Attorney-in-Fact 2022-11-10