SEC FORM 4

SEC Form 4

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^*

Temperato John

(Last)

(First)

(Middle)

C/O 9 METERS BIOPHARMA, INC.

8480 HONEYCUTT RD, STE 120

(Street)

RALEIGH

27615

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
9 METERS BIOPHARMA, INC. [ NMTR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/27/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock	11/27/2020		A⁽¹⁾		203,667	A	$0	823,676	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$0.6216	11/27/2020		J⁽²⁾			650,000	⁽³⁾	07/06/2030	Common stock	650,000	$0	0	D
Stock Option (Right to Buy)	$0.6216	11/27/2020		J⁽⁴⁾			639,655	⁽⁵⁾	07/06/2030	Common stock	639,655	$0	310,345	D
Stock Option (Right to Buy)	$1.07	11/27/2020		J⁽²⁾		650,000		⁽³⁾	11/27/2030	Common stock	650,000	$0	650,000	D
Stock Option (Right to Buy)	$1.07	11/27/2020		J⁽⁴⁾		639,655		⁽⁵⁾	11/27/2030	Common stock	639,655	$0	639,655	D

Explanation of Responses:

1. Represents restricted stock, all of which shall vest on November 27, 2021, contingent upon the Reporting Person's continued service with the Company through the vesting date.

2. On November 27, 2020, the Company's Board of Directors approved a modification of the Reporting Person's option package. 650,000 options with an exercise price were cancelled and 650,000 options with an exercise price of $1.07 were reissued in its place.

3. The option vest, if at all, upon satisfaction of certain performance criteria as determined by the Board in its discretion. Vesting will begin on the date the Board deems the performance criteria met (the "Performance Date"). Each performance tranche, consisting of 325,000 shares subject to the option, shall vest 25% on the one-year anniversary of the Performance Date with the remainder vesting monthly over 36 months following the Performance Date.

4. On November 27, 2020, the Company's Board of Directors approved a modification of the Reporting Person's option package. 639,655 options with an exercise price of $0.6216 were cancelled and 639,655 options with an exercise price of $1.07 were reissued in its place.

5. 25% of these shares shall be deemed vested and exercisable on July 6, 2021 with the remainder vesting in equal monthly installments over the next 36 months, such that the option shall be fully vested on July 6, 2024, subject to the executive's continued service with the Company through each applicable vesting date.

Remarks:

	/s/ Edward J. Sitar, as power of attorney	12/01/2020
	** 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).
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