Statement of Changes in Beneficial Ownership (4)
05 Maio 2023 - 8:05PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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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1. Name and Address of Reporting Person
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Anzalone Christopher Richard |
2. Issuer Name and Ticker or Trading Symbol
ARROWHEAD PHARMACEUTICALS, INC.
[
ARWR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer |
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(Last)
(First)
(Middle)
177 E. COLORADO BLVD, SUITE 700 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/3/2023 |
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(Street)
PASADENA, CA 91105 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 5/3/2023 | | M | | 54928 | A(1) | $2.01 | 3816266 | D | |
| Common Stock | 5/3/2023 | | S | | 54928 | D | $39.14 (2) | 3761338 | D | |
| Common Stock | 5/4/2023 | | M | | 50000 | A(1) | $2.01 | 3811338 | D | |
| Common Stock | 5/4/2023 | | S | | 24008 | D | $38.97 (3) | 3787330 | D | |
| Common Stock | 5/4/2023 | | S | | 25992 | D | $40.02 (4) | 3761338 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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) | $2.01 | 5/3/2023 | | M | | | 54928 | 6/1/2013 (5) | 5/6/2023 | Common Stock | 54928.0 | $0 | 516980 (6) | D | |
| Stock Option (right to buy) | $2.01 | 5/4/2023 | | M | | | 50000 | 6/1/2013 (5) | 5/6/2023 | Common Stock | 50000.0 | $0 | 466980 (6) | D | |
| Explanation of Responses: |
| (1) | Acquired through exercise of options expiring 5/6/23. See Table II. |
| (2) | The price reported on Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.84 to $39.56, inclusive. The reporting person undertakes to provide to Arrowhead Pharmaceuticals, Inc., any security holder of Arrowhead Pharmaceuticals, Inc., 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 ranges set forth in this footnote of this Form 4. |
| (3) | The price reported on Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.47 to $39.47, inclusive. The reporting person undertakes to provide to Arrowhead Pharmaceuticals, Inc., any security holder of Arrowhead Pharmaceuticals, Inc., 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 ranges set forth in this footnote of this Form 4. |
| (4) | The price reported on Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $39.48 to $40.46, inclusive. The reporting person undertakes to provide to Arrowhead Pharmaceuticals, Inc., any security holder of Arrowhead Pharmaceuticals, Inc., 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 ranges set forth in this footnote of this Form 4. |
| (5) | Represents first vesting date. Option vested over four years from date of grant. |
| (6) | Represents total stock options beneficially owned at various strike prices. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Anzalone Christopher Richard
177 E. COLORADO BLVD
SUITE 700
PASADENA, CA 91105 | X |
| Chief Executive Officer |
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Signatures
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| /s/Christopher Anzalone | | 5/5/2023 |
| **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 control number. |
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