Director Mayleben Timothy M gifted 8,300 shares (SEC Form 4)
$MRNS
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
MARINUS PHARMACEUTICALS, INC. [ MRNS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/10/2024 | ||||||||||||||||||||||||||
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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 | 25,837(1) | D | ||||||||
| Common Stock | 6,900(2) | D | ||||||||
| Common Stock | 18,937(2) | I | By Trust(3) | |||||||
| Common Stock | 10/10/2024 | G | 4,980(4) | D | $0 | 13,957 | I | By Trust(3) | ||
| Common Stock | 10/10/2024 | G | 1,660(5) | D | $0 | 12,297 | I | By Trust(3) | ||
| Common Stock | 1,660(5) | I | By Trust(5) | |||||||
| Common Stock | 10/10/2024 | G | 1,660(6) | D | $0 | 10,637 | I | By Trust(3) | ||
| Common Stock | 1,660(6) | I | By Trust(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 | ||||||||
| Explanation of Responses: |
| 1. The reported amount reflects an adjustment to correct a clerical error that previously underreported the Reporting Person's holdings by 1,462 shares of Marinus Pharmaceuticals, Inc. (the "Issuer") common stock. No reportable transactions were omitted from previous filings in connection with the clerical error underlying this correction. |
| 2. The reported amounts reflect an adjustment to correct an administrative error that previously reported that all of the Reporting Person's holdings in Issuer common stock were owned directly by the Reporting Person. Such amounts have been corrected to reflect shares of Issuer common stock held by the Reporting Person directly (i.e., 6,900 shares underlying restricted stock units) and those held by the Timothy M. Mayleben Revocable Trust U/A/D 9/16/16 (i.e., 18,937 shares), of which the Reporting Person is the sole trustee. |
| 3. Represents shares of Issuer common stock held by the Timothy M. Mayleben Revocable Trust U/A/D 9/16/16, of which the Reporting Person is the sole trustee. |
| 4. On October 10, 2024, the Reporting Person transferred an aggregate of 4,980 shares of Issuer common stock from the Timothy M. Mayleben Revocable Trust U/A/D 9/16/16 to members of the Reporting Person's immediate family who do not share the Reporting Person's household for no consideration. |
| 5. On October 10, 2024, the Reporting Person transferred 1,660 shares of Issuer common stock from the Timothy M. Mayleben Revocable Trust U/A/D 9/16/16 to the Ellery A. Mayleben 2017 Trust for no consideration. The Reporting Person is trustee of the trust, and a member of his immediate family is the sole beneficiary of the trust. The Reporting Person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose |
| 6. On October 10, 2024, the Reporting Person transferred 1,660 shares of Issuer common stock from the Timothy M. Mayleben Revocable Trust U/A/D 9/16/16 to the Kasey D. Evans 2017 Trust for no consideration. The Reporting Person is trustee of the trust, and a member of his immediate family is the sole beneficiary of the trust. The Reporting Person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. |
| /s/ Debra A. Mohollen, Attorney-in-Fact | 10/15/2024 | |
| ** 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. | ||