Director Chaudhuri Bhaskar converted options into 3,350 shares, increasing direct ownership by 63% to 8,700 units (SEC Form 4)
$TARS
Biotechnology: Biological Products (No Diagnostic Substances)
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
Tarsus Pharmaceuticals, Inc. [ TARS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/12/2025 | ||||||||||||||||||||||||||
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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 | 06/13/2025 | M(1) | 3,350 | A | (1) | 8,700 | 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) | $40.95 | 06/12/2025 | A | 4,540 | (2) | 06/11/2035 | Common Stock | 4,540 | $0 | 4,540 | D | ||||
| Restricted Stock Units | (3) | 06/12/2025 | A | 2,954 | (4) | (4) | Common Stock | 2,954 | $0 | 2,954 | D | ||||
| Restricted Stock Units | (3) | 06/13/2025 | M | 3,350 | (5) | (5) | Common Stock | 3,350 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. The shares were issued pursuant to settlement of vested Restricted Stock Units ("RSUs"). Each RSU represents a contingent right to receive one share of the Company's common stock. |
| 2. Annual option granted in connection with the Reporting Person's service as a non-employee director as of the Company's 2025 annual meeting of stockholders. The option will vest in full on the one-year anniversary of the date of grant, subject to the non-employee director's continuous service. |
| 3. Each RSU represents a contingent right to receive one share of the Company's common stock. |
| 4. RSUs granted in connection with the Reporting Person's service as a non-employee director as of the Company's 2025 annual meeting of stockholders. The RSUs vest in full on the one-year anniversary of the date of grant, subject to the non-employee director's continuous service. |
| 5. RSUs granted on June 13, 2024, in connection with the Reporting Person's service as a non-employee director as of the Company's 2024 annual meeting of stockholders. The RSUs will vest in full on the one-year anniversary of the date of grant, subject to the non-employee director's continuous service. |
| Remarks: |
| /s/ Scott Sieckert, Attorney-in-Fact | 06/16/2025 | |
| ** 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. | ||