Initial Statement of Beneficial Ownership (3)
23 Junho 2023 - 5:29PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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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Duarte Ira |
2. Date of Event Requiring Statement (MM/DD/YYYY)
6/16/2023
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3. Issuer Name and Ticker or Trading Symbol
HERON THERAPEUTICS, INC. /DE/ [HRTX]
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(Last)
(First)
(Middle)
4242 CAMPUS POINT COURT, SUITE 200 |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director _____ 10% Owner
___X___ Officer (give title below) _____ Other (specify below)
EVP, Chief Financial Officer / |
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(Street)
SAN DIEGO, CA 92121
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 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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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4) | 2. Amount of Securities Beneficially Owned
(Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) | 4. Nature of Indirect Beneficial Ownership
(Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4) | 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) | 6. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Employee Stock Option (Right to Buy) | (1) | 6/16/2033 | Common Stock | 800000 | $1.21 | D | |
| Restricted Stock Units | (2) | (2) | Common Stock | 50000 | $0.00 | D | |
| Employee Performance Stock Option (Right to Buy) | (3) | 6/16/2033 | Common Stock | 500000 | $1.21 | D | |
| Explanation of Responses: |
| (1) | The stock option vests and becomes exercisable with respect to 200,000 shares on the first anniversary of the date of grant, followed by 600,000 shares vesting ratably each month over the subsequent three years, such that 800,000 options will be fully vested on the four year anniversary of the date of grant. |
| (2) | The restricted stock units vest in four equal annual installments beginning one year after the date of grant, subject to the Reporting Person's continued service to the Issuer through the vesting date. |
| (3) | The stock option vests and becomes exercisable with respect to escalating portions of the option grant upon the Issuer's stock price reaching certain pre-established levels ranging from $4.50 to $7.50 per share, subject to the Reporting Person's continued service to the Issuer through the vesting date. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Duarte Ira
4242 CAMPUS POINT COURT, SUITE 200
SAN DIEGO, CA 92121 |
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| EVP, Chief Financial Officer |
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Signatures
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| /s/ Lisa Peraza Attorney-in-fact for Ira Duarte | | 6/23/2023 |
| **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 5(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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