Chief Financial Officer Lizak Carol R. was granted 4,280 shares, increasing direct ownership by 25,176% to 4,297 units (SEC Form 4)
$JAGX
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
Jaguar Health, Inc. [ JAGX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/08/2024 | ||||||||||||||||||||||||||
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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(1) | 10/08/2024(2)(3) | A | 4,280 | A | $0 | 4,297(4) | D | |||
| Common Stock | 1(4) | I | See Footnote(6) | |||||||
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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) | $1.29 | 10/08/2024(2) | A | 34,240 | (5) | 10/08/2034 | Common Stock | 34,240 | $0 | 34,240 | D | ||||
| Explanation of Responses: |
| 1. Granted pursuant to the issuer's 2014 Stock Incentive Plan. |
| 2. The option and restricted stock unit grants were approved by the issuer's board of directors on October 8, 2024. |
| 3. Each restricted stock unit represents a contingent right to receive one share of the issuer's voting common stock. The restricted stock units vest in three equal annual installments beginning on October 8, 2025. Vested shares will be delivered to the reporting person on the vesting date or dates provided in the grant notice. |
| 4. On May 23, 2024, the issuer effected a 60-for-1 reverse stock split of the issued and outstanding shares of its voting common stock (the " Reverse Stock Split). Upon effectiveness of the Reverse Stock Split, every 60 shares of voting common stock was automatically converted into one share of voting common stock. |
| 5. The options will vest ratably on a monthly basis over 36 months from the grant date, so long as the executive remains employed by the issuer. |
| 6. Securities held directly by the Peter & Carol Lizak Revocable Trust. Ms. Lizak, by virtue of her position as a co-trustee and beneficiary of such trust and her sharing of voting and investment control over the securities held by the trust with her spouse, may be deemed to beneficially own the securities held by the Peter & Carol Lizak Trust for purposes of Section 16. |
| /s/ Carol R, Carol R. Lizak | 10/10/2024 | |
| ** 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. | ||