Chief Financial Officer Carruthers R Michael exercised 96,068 shares at a strike of $1.93 and sold $3,573,980 worth of shares (125,092 units at $28.57), decreasing direct ownership by 81% to 6,904 units (SEC Form 4)
$EWTX
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
Edgewise Therapeutics, Inc. [ EWTX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/20/2024 | ||||||||||||||||||||||||||
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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 | 09/20/2024 | M | 46,068 | A | $1.93 | 81,996(1) | D | |||
| Common Stock | 09/20/2024 | S | 46,068 | D | $28.5862(2) | 35,928 | D | |||
| Common Stock | 09/20/2024 | S | 4,064 | D | $28.5862(2) | 31,864 | D | |||
| Common Stock | 09/20/2024 | S | 24,960 | D | $28.5862(3) | 6,904 | D | |||
| Common Stock | 09/20/2024 | M | 50,000 | A | $1.93 | 56,904 | D | |||
| Common Stock | 09/20/2024 | S | 50,000 | D | $28.5477(4) | 6,904 | 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 | ||||||||
| Stock Option (Right to Buy) | $1.93 | 09/20/2024 | M | 96,068 | (5) | 12/15/2030 | Common Stock | 96,068 | $0.00 | 40,990 | D | ||||
| Explanation of Responses: |
| 1. Includes 3,596 shares purchased on May 15, 2024 pursuant to the Edgewise Therapeutics, Inc. 2021 Employee Stock Purchase Plan (the "ESPP"). 2,898 shares purchased on November 15, 2023 pursuant to the ESPP were properly reported on a Form 4 filed June 26, 2023 but erroneously added again to the balance reported on a Form 4 filed May 3, 2024. |
| 2. The price reported in column 4 is an average price. These shares were sold in multiple transactions at prices ranging from $27.80 to $28.79, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 3. The price reported in column 4 is an average price. These shares were sold in multiple transactions at prices ranging from $28.81 to $29.06, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 4. The price reported in column 4 is an average price. These shares were sold in multiple transactions at prices ranging from $28.26 to $28.95, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 5. 1/48th of the shares subject to the option vest each month beginning on January 3, 2021, subject to the Reporting Person continuing as a service provider through each vest date. |
| Remarks: |
| /s/ John R. Moore Attorney-in-Fact for R. Michael Carruthers | 09/24/2024 | |
| ** 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. | ||