Chief Medical Officer Bharucha David was granted 100,000 shares, sold $158,209 worth of shares (70,252 units at $2.25) and converted options into 20,100 shares, increasing direct ownership by 79% to 113,181 units (SEC Form 4)
$MIST
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 |
|
|||||||||||||||
| 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)
|
2. Issuer Name and Ticker or Trading Symbol
Milestone Pharmaceuticals Inc. [ MIST ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 12/12/2025 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 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 Shares | 12/12/2025 | A | 100,000(1) | A | (2) | 163,333 | D | |||
| Common Shares | 12/15/2025 | S(3) | 58,007 | D | $2.32(4) | 105,326 | D | |||
| Common Shares | 01/26/2026 | M | 20,100 | A | (5) | 125,426 | D | |||
| Common Shares | 01/26/2026 | S(3) | 12,245 | D | $1.93(4) | 113,181 | D | |||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 | ||||||||
| Employee Stock Option (right to buy) | $1.74 | 12/12/2025 | A | 100,000 | (6) | 05/06/2034 | Common Shares | 100,000 | $0 | 100,000 | D | ||||
| Restricted Stock Units | (5) | 01/26/2026 | M | 20,100 | (7) | (7) | Common Shares | 20,100 | $0 | 60,300 | D | ||||
| Explanation of Responses: |
| 1. Represents a performance stock unit ("PSU") award that vested upon the certification by the Compensation Committee of the Board of Directors of the Issuer that the U.S. Food and Drug Administration has provided a New Drug Application Approval Letter granting approval of Cardamyst (etripamil). |
| 2. Each PSU represents a contingent right to receive one common share. |
| 3. Represents shares sold pursuant to a sell-to-cover arrangement for the purpose of satisfying income tax liabilities incurred upon vesting of PSUs or restricted stock unit ("RSU") awards only, respectively. |
| 4. The price reported is a weighted average price. These shares were sold in multiple transactions. The Reporting Person undertakes to provide to 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. Each RSU represents a contingent right to receive one common share. |
| 6. 50% of the option will vest on June 12, 2026 and 50% will vest on December 12, 2026, subject to the Reporting Person continuing to provide service through each such date. |
| 7. One-fourth (1/4th) of the shares subject to the RSU award vested or will vest on each of January 26, 2026, January 26, 2027, January 26, 2028 and January 26, 2029, subject to the Reporting Person continuing to provide service through each such date. |
| /s/ Joseph Oliveto, Attorney-in-Fact | 01/28/2026 | |
| ** 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. | ||