SEC FORM 4/A

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^*

Kassberg Thomas Richard

(Last)

(First)

(Middle)

C/O ULTRAGENYX PHARMACEUTICAL INC.

60 LEVERONI COURT

(Street)

NOVATO

94949

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Ultragenyx Pharmaceutical Inc. [ RARE ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CBO & EVP

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/04/2019

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	03/01/2019		A		7,000⁽¹⁾	A	$0.00	90,306⁽²⁾⁽³⁾	D
Common Stock	03/05/2019		S		832⁽⁴⁾	D	$65.52	89,474	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)	$67.55	03/01/2019		A		21,500		⁽⁵⁾	03/01/2029	Common Stock	21,500	$0.00	21,500	D

Explanation of Responses:

1. Award of Restricted Stock Units ("RSUs") under the Company's 2014 Incentive Plan. The RSUs shall vest with respect to 1/4th of the underlying shares on each anniversary of the grant date, such that the RSUs are fully vested on the fourth anniversary of the grant date.

2. Includes previously reported shares of common stock underlying RSUs granted to the Reporting Person, which are subject to certain vesting conditions.

3. Includes 191 shares acquired under the Company's 2014 Employee Stock Purchase Plan.

4. Represents shares sold to pay required tax withholdings due to the vesting of Restricted Stock Units.

5. On the first anniversary of the grant date of the option (the "Option Anniversary Date"), 1/4th of the shares initially subject to the option shall vest; thereafter, 1/48th of the shares initially subject to the option shall vest on each month as measured from the Option Anniversary Date.

Remarks:

This amendment is filed to (i) include one additional share in column 5 of Table 1 inadvertently left off of the Form 4 filed on April 19, 2018 that reported an acquisition of RSUs into which previously granted PSUs were converted, and (ii) change the transaction date, transaction code, share amounts, and sale price reported in the second row of Table I to reflect that shares were sold to cover taxes rather than withheld. No other changes were made to the information reported on the original Form 4 filed on March 4, 2019.

	/s/ Ruben A. Garcia, attorney-in-fact	04/17/2019
	** 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).
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