Amended Statement of Changes in Beneficial Ownership (4/a)
July 23 2021 - 5:49PM
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
*
Welgus Howard G. |
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)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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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)
4/16/2021 |
(Street)
WESTLAKE VILLAGE, CA 91361
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
4/20/2021 |
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 | | | | | | | | 181896 (1)(2) | D | |
Common Stock | | | | | | | | 24991 | 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 |
Stock Option (Right to Buy) | $0.5802 | | | | | | | (4) | 6/13/2028 | Common Stock | 25662 | | 25662 (1) | D | |
Stock Option (Right to Buy) | $1.6806 | | | | | | | (5) | 3/13/2029 | Common Stock | 44982 | | 44982 (1) | D | |
Stock Option (Right to Buy) | $1.6806 | | | | | | | (6) | 3/13/2029 | Common Stock | 13667 | | 13667 (1) | D | |
Explanation of Responses: |
(1) | Option exercises unwound as the transaction was not authorized by the Reporting Person. This Form 4/A corrects the aforementioned error by removing the transactions and adjusting the Reporting Person's ownership accordingly. |
(2) | Includes 6,750 Restricted Stock Units ("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 Welgus Living Trust, of which the Reporting Person is 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. |
(4) | The option began vesting monthly over 35 months beginning July 11, 2019, subject to the Reporting Person's continuous provision of services to the Issuer on each vesting date. The option contains an early-exercise provision and is exercisable as to unvested shares, subject to the Issuer's right of repurchase. |
(5) | The option began vesting on March 13, 2019 and will vest monthly over a four year period, subject to the Reporting Person's continuous provision of services to the Issuer on each vesting date. The option contains an early-exercise provision and is exercisable as to unvested shares, subject to the Issuer's right of repurchase. |
(6) | The option began vesting monthly over a four year period beginning upon the achievement of certain company milestones, subject to the Reporting Person's continuous provision of services to the Issuer on each vesting date. The option contains an early-exercise provision and is exercisable as to unvested shares, subject to the Issuer's right of repurchase. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Welgus Howard G. C/O ARCUTIS BIOTHERAPEUTICS, INC. 3027 TOWNSGATE ROAD, SUITE 300 WESTLAKE VILLAGE, CA 91361 | X |
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Signatures
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/s/ Howard G. Welgus | | 7/23/2021 |
**Signature of Reporting Person | Date |
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