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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
Harsch Mutya

(Last) (First) (Middle)
520 U.S. HIGHWAY 22, SUITE 204

(Street)
BRIDGEWATER NJ 08807

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Menlo Therapeutics Inc. [ MNLO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Legal Officer and GC
3. Date of Earliest Transaction (Month/Day/Year)
04/03/2020
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)
Code V Amount (A) or (D) Price
Common Stock 04/03/2020 A 26,381 A (1)(2) 82,884 D
Common Stock 04/03/2020 A 92,302(3) A (1)(2) 175,186 D
Common Stock 04/06/2020 F 4,474(4) D $1.4 170,712 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. As disclosed by the Issuer in its Current Report on Form 8-K filed with the Securities and Exchange Commission on April 6, 2020, following the receipt of certain clinical trial results, Menlo Therapeutics Inc. ("Menlo") issued additional shares of its common stock pursuant to certain contingent stock rights ("CSRs") issued in connection with the March 9, 2020 merger (the "Merger") of Menlo and Foamix Pharmaceuticals Ltd. ("Foamix"), including pursuant to CSRs held by the Reporting Person. The issuance of shares pursuant to the CSRs resulted in an adjustment to the effective exchange ratio applicable to the Merger, from 0.5924 to 1.8006 (the "Final Exchange Ratio"). Menlo derivative securities issued in exchange for Foamix derivative securities in connection with the Merger were also adjusted pursuant to their terms to give effect to the Final Exchange Ratio. The transactions reported in these line items reflect the additional shares and restricted stock unit (continued in footnote 2)
2. (continued from footnote 1) awards that were received by the reporting person as a result of the foregoing.
3. Represents restricted stock unit awards, each of which by its terms represents a contingent right to receive one share of common stock of Menlo.
4. Represents shares that have been withheld by the Issuer to satisfy tax withholding requirements in connection with the vesting of restricted stock units.
Remarks:
In connection with the events described in footnote 1, each option to purchase shares of Menlo common stock that was acquired by the Reporting Person in connection with the Merger (as reported on the Form 4 filed by the Reporting Person on March 11, 2020) has been adjusted pursuant to its terms.
/s/ Mutya Harsch 04/07/2020
** 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).
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.