SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

McAndrew Jamie

(Last)

(First)

(Middle)

2600 KELLY ROAD

SUITE 100

(Street)

WARRINGTON

18976

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/24/2023

3. Issuer Name and Ticker or Trading Symbol
WINDTREE THERAPEUTICS INC /DE/ [ WINT ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, Controller, & CAO

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	10,233	D
Common Stock	1	I	By Trust⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to Buy)	⁽²⁾	02/02/2026	Common Stock	1	$6,990	D
Employee Stock Option (Right to Buy)	⁽²⁾	07/28/2026	Common Stock	2	$5,310	D
Employee Stock Option (Right to Buy)	⁽²⁾	03/01/2027	Common Stock	5	$3,690	D
Employee Stock Option (Right to Buy)	⁽²⁾	02/07/2029	Common Stock	200	$592.5	D
Employee Stock Option (Right to Buy)	⁽²⁾	01/22/2031	Common Stock	400	$272	D
Employee Stock Option (Right to Buy)	⁽³⁾	01/22/2031	Common Stock	220	$272	D
Employee Stock Option (Right to Buy)	⁽⁴⁾	03/04/2032	Common Stock	372	$51	D
Employee Stock Option (Right to Buy)	⁽⁵⁾	08/23/2033	Common Stock	15,000	$1.21	D

Explanation of Responses:

1. Holding amount represents issuer's matching stock contribution pursuant to 401(k) plan.

2. The shares subject to this option are fully vested and exercisable.

3. This employee stock option shall vest and become exercisable with respect to one-third of the total number of shares subject to the option on an annual basis (every 12 months) with the first vest date on January 22, 2022 provided that the reporting person remains in continuous service on each vesting date.

4. This employee stock option shall vest and become exercisable with respect to one-twelfth of the total number of shares subject to the option on a quarterly basis (every three months) with the first vest date on May 31, 2022 provided that the reporting person remains in continuous service on each vesting date.

5. This employee stock option shall vest and become exercisable with respect to one-third of the total number of shares subject to the option on an annual basis (every 12 months) with the first vest date on August 23, 2024 provided that the reporting person remains in continuous service on each vesting date.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	/s/ Jamie McAndrew	09/05/2023
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.