SEC Form 4/A · accession 0001209191-16-091089
Tvardi Therapeutics, Inc. · TVRD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Dean Slagel
Director
Period of report
Dec 31, 2015
Accepted (ET)
Jan 12, 2016 · 7:00 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001346830
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2,F3 | Dec 31, 2015 | S | 12,776 | $17.00 | D | 1,345,562 | I | By Esperante Holding NV |
| Common StockF4,F3 | Jan 5, 2016 | S | 31,224 | $17.01 | D | 1,314,338 | I | By Esperante Holding NV |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1These sales were effected pursuant to a Rule 10b5-1 trading plan adopted by Esperante Holding NV on December 17, 2015 (See Footnote 3 herein).
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.00 - $17.08, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, 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 footnote (2) to this Form 4.
- F3These shares are owned by Esperante Holding NV. The Reporting Person is a director of the Issuer and the Managing Director of Esperante BV, a wholly-owned subsidiary of Esperante Holding NV. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.00 - $17.14, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, 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 footnote (4) to this Form 4.
Remarks
This Amendment to Form 4 filed with the Securities and Exchange Commission on January 5, 2016 (the "Original Filing") is being filed to correct the statements in the Original Filing that the shares of Common Stock were sold by Esperante BV. The shares of Common Stock were instead sold by Esperante Holding NV, a parent holding company of Esperante BV. The transfer of the shares of Common Stock previously held by Esperante BV to Esperante Holding NV was a change in the form of ownership without changing the Reporting Person's pecuniary interest and therefore not reportable.