Chief Executive Officer Robinson Chandler converted options into 4,895 shares and covered exercise/tax liability with 1,918 shares, increasing direct ownership by 6% to 56,162 units (SEC Form 4)
$MNPR
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
Monopar Therapeutics [ MNPR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/30/2024 | ||||||||||||||||||||||||||
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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 | 09/30/2024 | M | 4,895 | A | (2) | 58,080 | D | |||
| Common Stock | 09/30/2024 | F | 1,918(3) | D | $6.74 | 56,162 | D | |||
| Common Stock | 822,255 | I | See Footnote(4) | |||||||
| Common Stock | 33,334 | I | See Footnote(5) | |||||||
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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 | ||||||||
| Restricted Stock Units | (2) | 09/30/2024 | M | 4,895 | (1)(6)(7)(8) | (6)(7)(8) | Common Stock | 4,895 | $0 | 29,774 | D | ||||
| Explanation of Responses: |
| 1. Effective on August 12, 2024, Monopar Therapeutics Inc effected a 5 to 1 reverse stock split of its common stock (the "Reverse Stock Split"). The amount of securities reported on this Form 4 have been adjusted to reflect the Reverse Stock Split |
| 2. Represents shares acquired on vesting and settlement of restricted stock units. |
| 3. Represents shares withheld by the issuer to pay for the applicable withholding tax due upon vesting of restricted stock units. |
| 4. This is based upon the 822,255 shares of Monopar common stock that Tactic Pharma LLC indirectly controls through TacticGem LLC. As a manager of Tactic Pharma LLC, Dr. Robinson may be deemed to share voting and dispositive power over these 822,255 shares. Dr. Robinson disclaims beneficial ownership of the 822,255 shares held by Tactic Pharma LLC, except to the extent of his pecuniary interest therein. |
| 5. This is based upon the 33,334 shares of Monopar common stock that Tactic Pharma LLC directly owns. As a manager of Tactic Pharma LLC, Dr. Robinson may be deemed to share voting and dispositive power over these 33,334 shares. Dr. Robinson disclaims beneficial ownership of the 33,334 shares held by Tactic Pharma LLC, except to the extent of his pecuniary interest therein. |
| 6. On January 26, 2021, the reporting person was granted 12,612 restricted stock units, vesting 6/48ths (1,577 shares) on June 30, 2021, and 3/48ths (788 shares) every 3 months thereafter until the RSU is fully vested on December 31, 2024. Each restricted stock unit represents a contingent right to receive one share of common stock of the Issuer. Disposed of restricted stock units were surrendered in exchange for issuance of common stock upon vesting and settlement. |
| 7. On February 2, 2022, the reporting person was granted 31,905 restricted stock units, vesting 6/48ths (3,988 shares) on June 30, 2022, and 3/48ths (1,994 shares) every 3 months thereafter until the RSU is fully vested on December 31, 2025. Each restricted stock unit represents a contingent right to receive one share of common stock of the Issuer. Disposed of restricted stock units were surrendered in exchange for issuance of common stock upon vesting and settlement. |
| 8. On February 1, 2023, the reporting person was granted 33,803 restricted stock units, vesting 6/48ths (4,225 shares) on June 30, 2023, and 3/48ths (2,113 shares) every 3 months thereafter until the RSU is fully vested on December 31, 2026. Each restricted stock unit represents a contingent right to receive one share of common stock of the Issuer. Disposed of restricted stock units were surrendered in exchange for issuance of common stock upon vesting and settlement. |
| /s/ Karthik Radhakrishnan , Attorney-in-fact | 10/02/2024 | |
| ** 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. | ||