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
Applied Therapeutics Inc. [ APLT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/11/2023 | ||||||||||||||||||||||||||
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 | ||||||
Common Stock | 01/11/2023 | S | 15,870(1) | D | $0.91 | 751,625 | D | |||
Common Stock | 01/11/2023 | A | 1,964,362(2)(3) | A | $0.00 | 2,715,987 | D | |||
Common Stock | 1,750,000 | I | See footnote(4) | |||||||
Common Stock | 1,492,094 | I | See footnote(5) | |||||||
Common Stock | 709,720 | I | See footnote(6) | |||||||
Common Stock | 290,280 | I | See footnote(7) | |||||||
Common Stock | 88,397 | I | See footnote(8) |
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 sale reported on this Form 4 represents shares sold by the reporting person to cover tax withholding obligations in connection with the vesting and settlement of compensatory Restricted Stock Units. The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the reporting person. |
2. Includes 1,725,000 compensatory Restricted Stock Units granted under Applied Therapeutics, Inc.'s 2019 Equity Incentive Plan. Each compensatory Restricted Stock Unit represents a contingent right to receive one share of the issuer's common stock. One-fourth (1/4th) of the compensatory Restricted Stock Units shall vest on January 11, 2024, and one thirty-sixth (1/36th) of the remaining shares subject to the compensatory Restricted Stock Units shall vest each month thereafter, subject to the reporting person continuing to provide services through each such date. |
3. Includes 239,362 compensatory Restricted Stock Units granted under Applied Therapeutics, Inc.'s 2019 Equity Incentive Plan. The issuer determined to make this compensatory grant of Restricted Stock Units to the reporting person in lieu of a cash bonus that otherwise would have been paid with respect to 2022. All of the shares subject to the compensatory Restricted Stock Units vested immediately upon grant. |
4. Through a grantor retained annuity trust. |
5. Through a family trust controlled by the reporting person's spouse. |
6. Through the reporting person's spouse. |
7. Through a family trust controlled by the reporting person. |
8. Through Clearpoint Strategy Group LLC of which the reporting person is the sole owner. |
Remarks: |
The reporting person has agreed to voluntarily disgorge to the Issuer all statutory "profits" pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended, that resulted from the transactions reported herein. |
/s/ Shoshana Shendelman | 01/13/2023 | |
** 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. |