Statement of Changes in Beneficial Ownership (4)
March 03 2021 - 4:49PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
Smither John W |
2. Issuer Name and Ticker or Trading Symbol
Arcutis Biotherapeutics, Inc.
[
ARQT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Financial Officer |
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(Last)
(First)
(Middle)
C/O ARCUTIS BIOTHERAPEUTICS, INC., 3027 TOWNSGATE ROAD, SUITE 300 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/1/2021 |
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(Street)
WESTLAKE VILLAGE, CA 91361
(City)
(State)
(Zip)
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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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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 | 3/1/2021 | | S(1) | | 773 | D | $34.204 | 24425 (2) | D | |
| Common Stock | | | | | | | | 87965 | I | By Trust (3) |
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 |
| Explanation of Responses: |
| (1) | The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan to satisfy tax withholding obligations in connection with the vesting of Restricted Stock Units ("RSUs"). Shares and RSUs remain subject to a lock-up agreement with the underwriters for the Issuer's follow-on offering in February 2021. |
| (2) | Includes 6,750 RSUs. The Reporting Person is entitled to receive one (1) share of common stock for each one (1) RSU upon the vesting thereof. |
| (3) | The securities are held of record by The 1994 Smither Family Trust, as Amended and Restated in 2014, of which the Reporting Person is a trustee. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of such securities for purposes of Section 16 or for any other purposes. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Smither John W
C/O ARCUTIS BIOTHERAPEUTICS, INC.
3027 TOWNSGATE ROAD, SUITE 300
WESTLAKE VILLAGE, CA 91361 |
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| Chief Financial Officer |
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Signatures
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| /s/ John W. Smither | | 3/3/2021 |
| **Signature of Reporting Person | Date |
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