Chief Executive Officer Castagna Michael was granted 726,560 shares and covered exercise/tax liability with 369,848 shares, increasing direct ownership by 16% to 2,612,048 units (SEC Form 4)
$MNKD
Biotechnology: Pharmaceutical Preparations
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). | |||||||||||||||||
| 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
MANNKIND CORP [ MNKD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/10/2025 | ||||||||||||||||||||||||||
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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, $0.01 Par Value | 05/10/2025 | A(1) | 298,560 | A | $0 | 2,553,896 | D | |||
| Common Stock, $0.01 Par Value | 05/12/2025 | F(2) | 334,954 | D | $4.56 | 2,218,942 | D | |||
| Common Stock, $0.01 Par Value | 05/12/2025 | F(2) | 34,894 | D | $4.56 | 2,184,048 | D | |||
| Common Stock, $0.01 Par Value | 05/13/2025 | A(3) | 428,000 | A | $0 | 2,612,048 | 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 Restricted Stock Unit | (4) | 05/13/2025 | A | 523,000 | (5) | (5) | Common Stock, $0.01 Par Value | 523,000 | $0 | 523,000 | D | ||||
| Explanation of Responses: |
| 1. A previously reported restricted stock unit award granted on May 10, 2022 vested on May 10, 2025 upon the achievement of performance objectives established by MannKind's compensation committee at the time of the approval of the award. Specifically, (i) the closing price of MannKind's common stock on May 9, 2025 was not less than the closing price on May 10, 2022 and (ii) MannKind's total shareholder return (TSR) over the period from May 10, 2022 to May 10, 2025 was at the 73.9th percentile of the TSR of the Russell 3000 Pharmaceutical & Biotechnology Index over the same period. As a result, the performance objective was achieved at 196% of target, resulting in a total share delivery of 609,560 shares. The acquisition of 311,000 shares pursuant to the restricted stock award was reported in Table I of the Form 4 filed by the Reporting Person on May 12, 2022. |
| 2. Payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3 incident to the vesting of previously reported restricted stock units. |
| 3. Acquired pursuant to a Restricted Stock Unit Award: 25% vest on July 15, 2026 and each yearly anniversary thereof until fully vested. Each restricted stock unit represents a contingent right to receive one share of MNKD common stock. |
| 4. Each restricted stock unit represents a contingent right to receive one share of MNKD common stock. |
| 5. The performance-based restricted stock unit will vest on July 15, 2028. The number of shares delivered on the vesting date, as a percentage of the target specified in Box 5 above, is determined by the percentile ranking of MannKind total shareholder return (TSR) over the period from July 1, 2025 until June 30, 2028 relative to the TSR of the Russell 3000 Pharmaceutical & Biotechnology Index over the same three-year period, as follows: less than 25th percentile=0% of target, 25th percentile=50% of target, 50th percentile=100% of target, 75th percentile=200% percent of target, 90th percentile or higher=300% maximum. Payout values will be interpolated between the percentile rankings above. |
| /s/ Michael Castagna | 05/15/2025 | |
| ** 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. | ||