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
Tricida, Inc. [ TCDA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/15/2021 | ||||||||||||||||||||||||||
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 | 11/15/2021 | A | 166,667 | A | $6(1) | 261,667 | I | By Geoffrey M. Parker and Jill Gofen Parker Rev. Trust dated 1/27/00(2) | ||
Common Stock | 63,337(3) | D | ||||||||
Common Stock | 40,000 | I | By Equity Trust Company, Trustee of the Geoffrey M. Parker Roth IRA(4) | |||||||
Common Stock | 55,000 | I | By Equity Trust Company, Trustee of the Geoffrey M. Parker Rollover IRA(5) |
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 | ||||||||
Common Warrants | $11 | 11/15/2021 | A | 166,667 | (6) | (7) | Common Stock | 166,667 | (1) | 166,667 | I | By Geoffrey M. Parker and Jill Gofen Parker Rev. Trust dated 1/27/00(2) |
Explanation of Responses: |
1. These shares of common stock and these common warrants were acquired directly from Tricida, Inc. (the "Issuer") in a registered direct offering. For each share purchased in the registered direct offering, at a price of $6.00 per share of common stock, the purchaser received one warrant. |
2. Shares held by the Geoffrey M. Parker and Jill Gofen Parker Rev. Trust dated 1/27/00. |
3. This amount includes 2,500 shares acquired on June 30,2021 under the Tricida, Inc. 2018 Employee Stock Purchase Plan. These acquisitions are exempt from Section 16(b) pursuant to Rule 16b-3(c) and exempt from Section 16(a) pursuant to Rule 16a-3(f)(1)(i)(B). |
4. Shares held by Equity Trust Company, Trustee of the Geoffrey M. Parker Roth IRA. |
5. Shares held by Equity Trust Company, Trustee of the Geoffrey M. Parker Rollover IRA. |
6. The common warrants may be exercised for shares of common stock at any time on or after the date that is six months after the date of their issuance. |
7. The expiration date is the earliest of: (a) the third anniversary of the date of their issuance, (b) immediately prior to the closing of a fundamental transaction or (c) the occurrence of certain other events. A "fundamental transaction" includes a consolidation or merger, the sale, transfer or other disposition of all or substantially all of the Issuer's properties or assets, the acquisition of more than 50% of the Issuer's outstanding common stock, any reorganization, recapitalization or reclassification of the Issuer's common stock or any person or group becoming the beneficial owner of 50% of the voting power represented by the Issuer's outstanding common stock. |
Remarks: |
/s/ Robert McKague, attorney-in-fact | 11/17/2021 | |
** 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. |