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^*

GAY JOHN M.

(Last)

(First)

(Middle)

C/O NOVAN, INC.

4020 STIRRUP CREEK DRIVE, SUITE 110

(Street)

DURHAM

27703

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Novan, Inc. [ NOVN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/06/2023

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	06/07/2023		M		65,000⁽¹⁾	A	$0	67,500	D
Common Stock	06/07/2023		F		20,669⁽²⁾	D	$0	46,831	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)
Restricted Stock Units	⁽³⁾	06/06/2023		A		65,000		⁽⁴⁾	⁽⁴⁾	Common Stock	0.0	$0	65,000	D
Restricted Stock Units	⁽³⁾	06/07/2023		M			65,000	⁽⁵⁾	⁽⁵⁾	Common Stock	0.0	$0	0	D
Restricted Stock Units	⁽³⁾	06/06/2023		A		200,000		⁽⁶⁾	⁽⁶⁾	Common Stock	0.0	$0	200,000	D

Explanation of Responses:

1. The Issuer approved the grant of restricted stock units ("RSUs") to the Reporting Person on February 28, 2023, subject to stockholder approval of the amendment to the Issuer's 2016 Incentive Award Plan (the "2016 Plan Amendment") under which the RSU was granted. The Issuer's stockholders approved the 2016 Plan Amendment on June 7, 2023. Each RSU represented a contingent right to receive one share of the Issuer's Common Stock. 65,000 RSUs fully vested on June 7, 2023 and were settled in shares of the Issuer's Common Stock.

2. Estimated number of shares related to settle tax obligation calculated using the June 8, 2023 closing share price of $0.8526.

3. Each RSU represents a contingent right to receive one share of the Issuer's Common Stock.

4. The RSUs shall be fully vested at the close of business on the business day following the Issuer's annual meeting of stockholders where the 2016 Plan Amendment was approved, subject to the Reporting Person's continued employment with the Issuer as of the vesting date.

5. The RSUs fully vested on June 7, 2023.

6. One-half of the RSUs shall vest on June 6, 2024 and the remaining one-half of the RSUs shall vest on June 6, 2025, subject to the Reporting Person's continued employment with the Issuer as of each applicable vesting date.

Remarks:

	/s/ John M. Gay	06/08/2023
	** 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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