Chief Accounting Officer Romano Kathryn covered exercise/tax liability with 8,054 shares, sold $131,415 worth of shares (750 units at $175.22) and converted options into 12,500 shares, increasing direct ownership by 24% to 19,318 units (SEC Form 4)
$KRYS
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
| 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). | |||||||||||||||||
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Krystal Biotech, Inc. [ KRYS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/26/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 02/26/2025 | F | 2,268(1) | D | $176.39(2) | 13,354 | D | |||
| Common Stock | 02/27/2025 | S | 750(3) | D | $175.22(4) | 12,604 | D | |||
| Common Stock | 02/28/2025 | M | 5,000(5) | A | $0 | 17,604 | D | |||
| Common Stock | 02/28/2025 | F | 2,315(6) | D | $179.25(7) | 15,289 | D | |||
| Common Stock | 02/28/2025 | M | 7,500(8) | A | $0 | 22,789 | D | |||
| Common Stock | 02/28/2025 | F | 3,471(9) | D | $179.25(7) | 19,318 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Stock Units | (5) | 02/28/2025 | 02/28/2025 | M | 5,000 | (5) | (5) | Common Stock | 5,000 | $0 | 0 | D | |||
| Performance Stock Units | (8) | 02/28/2025 | 02/28/2025 | M | 7,500 | (8) | (8) | Common Stock | 7,500 | $0 | 7,500 | D | |||
| Stock Option (Right to Buy) | $179.25 | 02/28/2025 | A | 10,000 | (10) | 02/28/2035 | Common Stock | 10,000 | $0 | 10,000 | D | ||||
| Restricted Stock Units | (11) | 02/28/2025 | A | 2,200(12) | (13) | (13) | Common Stock | 2,200 | $0 | 2,200 | D | ||||
| Explanation of Responses: |
| 1. Represents the number of shares of common stock surrendered to the Company for tax withholding upon the vesting of 4,900 shares of restricted stock on February 26, 2025. 19,600 Restricted Stock Awards ("RSAs) were granted on February 26, 2021, to the Reporting Person. Each RSA represented a contingent right to receive one share of the Company's common stock, subject to the Reporting Person's continued service to the Company on each applicable vesting date. The RSAs vested in four equal annual installments beginning on February 26, 2022. |
| 2. The closing price on February 26, 2025 of the Company's common stock on the Nasdaq Global Select Market. |
| 3. The sale of the shares of the Company's common stock reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person. The Rule 10b5-1 trading plan started on November 18, 2024 and will terminate on the earlier of August 20, 2025 or the date all trades are executed or expire under the Rule 10b5-1 trading plan. |
| 4. The transaction was executed in multiple lots at the same price, $175.22. |
| 5. 10,000 performance stock units ("PSUs") were granted on February 28, 2023. Each PSU represented a contingent right to receive one share of the Company's common stock, subject to the achievement of certain performance criteria during the year ended December 31 2023, as approved by the Company's Compensation Committee, and the Reporting Person's continued service to the Company on each applicable vesting date following such achievement. The PSUs vested ratably over a two-year period. All of the performance criteria were achieved and one-half of the PSUs granted, or 5,000 PSUs, vested on February 28, 2024, and the remaining 5,000 PSUs vested on February 28, 2025. |
| 6. Represents the number of shares of common stock surrendered to the Company for tax withholding upon the vesting of 5,000 PSUs on February 28, 2025. |
| 7. The closing price on February 28, 2025 of the Company's common stock on the Nasdaq Global Select Market. |
| 8. 15,000 PSUs were granted on February 29, 2024. Each PSU represented a contingent right to receive one share of the Company's common stock, subject to the achievement of certain performance criteria during the year ended December 31 2024, as approved by the Company's Compensation Committee, and the Reporting Person's continued service to the Company on each applicable vesting date following such achievement. The PSUs vest ratably over a two-year period. All of the performance criteria were achieved and one-half of the PSUs granted, or 7,500 PSUs, vested on February 28, 2025. |
| 9. Represents the number of shares of common stock surrendered to the Company for tax withholding upon the vesting of 7,500 PSUs on February 28, 2025. |
| 10. The option vests in four equal annual installments beginning on February 28, 2026. |
| 11. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Company's common stock, subject to the Reporting Person's continued service to the Company on each applicable vesting date. |
| 12. The number of RSUs in this column represents the number of shares of common stock the Reporting Person will receive assuming the Reporting Person's continued service to the Company on all applicable vesting dates. |
| 13. The RSUs vest in four equal annual installments with the first installment vesting on February 28, 2026. |
| Remarks: |
| /s/ Kathryn Romano | 02/28/2025 | |
| ** 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). | ||
| 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. | ||