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). |
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) 04/06/2023 | ||||||||||||||||||||||||||
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 |
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 | ||||||||
Restricted stock units(1) | (2) | 04/06/2023(3) | A | 1,718(4) | (5) | (5) | Common Stock | 1,718 | $0 | 1,718 | D |
Explanation of Responses: |
1. Granted pursuant to the issuer's 2014 Stock Incentive Plan (the "Plan"). |
2. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the issuer's common stock. |
3. The RSU grant, effective April 6, 2023, was approved by the issuer's board of directors on June 30, 2022, subject to the issuer having sufficient authorized shares of common stock under the Plan on or before June 30, 2023. Following the issuer's filing of a registration statement on Form S-8 on April 6, 2023 to reflect the automatic increase in the number of shares of common stock authorized for issuance under the 2014 Plan in an amount equal to 5% of the total number of shares outstanding on December 31st of the preceding calendar year pursuant to the terms of the Plan, the Company had sufficient authorized shares of common stock under the Plan for the RSU grant and the RSU grant became effective as of such date. |
4. The issuer's board of directors originally approved the grant of 128,851 RSUs on June 30, 2022, subject to the conditions described in footnote 3 above. On January 23, 2023, the issuer effected a 75-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 75 shares of voting common stock was automatically converted into one share of voting common stock. As a result, the 128,851 RSUs originally approved by the Board were adjusted to 1,718 RSUs to reflect the Reverse Stock Split. |
5. The RSUs vest in full on July 1, 2023, the first anniversary of the service start date. Vested shares will be delivered to the reporting person on the vesting date provided in the grant notice, subject to the reporting person's continuous services through such vesting date. |
/s/ Jonathan Wolin, Attorney-in-Fact | 04/06/2023 | |
** 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. |