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^*

Peltz Stuart Walter

(Last)

(First)

(Middle)

C/O PTC THERAPEUTICS, INC.

100 CORPORATE COURT

(Street)

SOUTH PLAINFIELD

07080

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PTC THERAPEUTICS, INC. [ PTCT ]

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)
01/07/2019

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	01/07/2019		S		1,764⁽¹⁾	D	$34.75	24,882	D
Common Stock	01/07/2019		S		339⁽²⁾	D	$34.75	17,947⁽³⁾	I	By Spouse⁽⁴⁾
Common Stock	01/07/2019		S		409⁽⁵⁾	D	$34.75	17,538	I	By Spouse⁽⁴⁾

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)	$451.2							⁽⁶⁾	05/15/2019	Common Stock	41		41	I	By Spouse⁽⁴⁾
Stock Option (Right To Buy)	$1,149.6							⁽⁶⁾	02/02/2020	Common Stock	37		37	I	By Spouse⁽⁴⁾
Stock Option (Right To Buy)	$490.8							⁽⁶⁾	04/27/2021	Common Stock	58		58	I	By Spouse⁽⁴⁾
Stock Option (Right To Buy)	$218.4							⁽⁶⁾	01/10/2022	Common Stock	38		38	I	By Spouse⁽⁴⁾
Stock Option (Right To Buy)	$10.85							⁽⁶⁾	05/15/2023	Common Stock	3,900		3,900	I	By Spouse⁽⁴⁾
Stock Option (Right To Buy)	$27.05							⁽⁶⁾	01/28/2024	Common Stock	4,900		4,900	I	By Spouse⁽⁴⁾
Stock Option (Right To Buy)	$51							⁽⁶⁾	01/02/2025	Common Stock	10,880		10,880	I	By Spouse⁽⁴⁾
Stock Option (Right To Buy)	$30.86							⁽⁷⁾	01/03/2026	Common Stock	11,000		11,000	I	By Spouse⁽⁴⁾
Stock Option (Right To Buy)	$12.64							⁽⁸⁾	11/16/2026	Common Stock	2,000		2,000	I	By Spouse⁽⁴⁾
Stock Option (Right To Buy)	$11.23							⁽⁹⁾	01/02/2027	Common Stock	12,600		12,600	I	By Spouse⁽⁴⁾
Stock Option (Right To Buy)	$18.01							⁽¹⁰⁾	01/02/2028	Common Stock	30,625		30,625	I	By Spouse⁽⁴⁾

Explanation of Responses:

1. Represents shares automatically sold pursuant to an irrevocable sell to cover election to satisfy tax withholding obligations in connection with the vesting of 5,400 shares of restricted stock from a January 3, 2017 grant of 21,600 shares of restricted stock.

2. Represents shares automatically sold pursuant to an irrevocable sell to cover election to satisfy tax withholding obligations in connection with the vesting of 975 RSUs from a January 3, 2017 grant of 3,900 RSUs.

3. Includes: 1) 1,950 unvested RSUs from an award of 3,900 RSUs granted on January 3, 2017, which vests in four equal annual installments over four years, commencing on January 3, 2018; and 2) 5,250 shares of restricted stock granted on January 3, 2018, which vest in four equal annual installments over four years, commencing on January 3, 2019.

4. The reporting person acquired beneficial ownership of these securities upon his marriage to the owner of the securities in 2018.

5. Represents shares automatically sold pursuant to an irrevocable sell to cover election to satisfy tax withholding obligations in connection with the vesting of 1,312 shares of restricted stock from a January 3, 2018 grant of 5,250 shares of restricted stock.

6. Currently exercisable.

7. This option was granted on January 4, 2016, and vests over four years, with 25% of the shares underlying the option vesting on January 4, 2017, and an additional 6.25% of the original number of shares underlying the option vesting at the end of each successive three-month period thereafter, beginning on April 4, 2017.

8. This option was granted on November 17, 2016 and vests over four years, with 25% of the shares underlying the option vesting on November 17, 2017, and an additional 6.25% of the original number of shares underlying the option vesting at the end of each successive three-month period thereafter, beginning on February 17, 2018.

9. This option was granted on January 3, 2017, and vests over four years, with 25% of the shares underlying the option vesting on January 3, 2018, and an additional 6.25% of the original number of shares underlying the option vesting at the end of each successive three-month period thereafter, beginning on April 3, 2018.

10. This option was granted on January 3, 2018, and vests over four years, with 25% of the shares underlying the option vesting on January 3, 2019, and an additional 6.25% of the original number of shares underlying the option vesting at the end of each successive three-month period thereafter, beginning on April 3, 2019.

Remarks:

	/s/ Avraham S. Adler, attorney-in-fact	01/09/2019
	** 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.
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