XML 20 R9.htm IDEA: XBRL DOCUMENT v3.24.0.1
Insider Trading Arrangements
3 Months Ended
Dec. 31, 2023
shares
Trading Arrangements, by Individual  
Material Terms of Trading Arrangement

The following table describes for the quarterly period ended December 31, 2023, each trading arrangement for the sale or purchase of Company securities adopted or terminated by our directors and officers that is either (1) a contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (a Rule 10b5-1 trading arrangement) or (2) a “non-Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K):

Name (Title)

Action Taken
(Date of Action)

Type of Trading Arrangement

Nature of Trading
Arrangement

Duration of Trading
Arrangement

Aggregate Number
of Securities

James Porter
(Chief Executive Officer)

Adoption
(December 6, 2023)

Durable Rule 10b5-1 trading arrangement for sell-to-cover transactions relating to all RSU equity awards that have been or may be granted

Sale

Until final settlement of any covered RSU

Indeterminable(1)

Alexandra Balcom
(Chief Financial Officer)

Adoption
(December 6, 2023)

Durable Rule 10b5-1 trading arrangement for sell-to-cover transactions relating to all RSU equity awards that have been or may be granted

Sale

Until final settlement of any covered RSU

Indeterminable(1)

Alexandra Balcom
(Chief Financial Officer)

Adoption
(December 28, 2023)

Rule 10b5-1 trading arrangement

Sale

Until December 20, 2024, or such earlier date upon which all transactions are completed or expire without execution

Up to 60,000 shares of Class A common stock

Deborah Miller
(Chief Legal Officer)

Adoption
(December 6, 2023)

Durable Rule 10b5-1 trading arrangement for sell-to-cover transactions relating to all RSU equity awards that have been or may be granted

Sale

Until final settlement of any covered RSU

Indeterminable(1)

Deborah Miller
(Chief Legal Officer)

Adoption
(December 27, 2023)

Rule 10b5-1 trading arrangement

Sale

Until December 6, 2024, or such earlier date upon which all transactions are completed or expire without execution

Up to 70,000 shares of Class A common stock

Christopher Turner
(Chief Medical Officer)

Adoption
(December 6, 2023)

Durable Rule 10b5-1 trading arrangement for sell-to-cover transactions relating to all RSU equity awards that have been or may be granted

Sale

Until final settlement of any covered RSU

Indeterminable(1)

Darlene Noci
(Chief Development Officer)

Adoption
(December 6, 2023)

Durable Rule 10b5-1 trading arrangement for sell-to-cover transactions relating to all RSU equity awards that have been or may be granted

Sale

Until final settlement of any covered RSU

Indeterminable(1)

Darlene Noci
(Chief Development Officer)

Adoption
(December 21, 2023)

Rule 10b5-1 trading arrangement

Sale

Until November 29, 2024, or such earlier date upon which all transactions are completed or expire without execution

Up to 45,000 shares of Class A common stock

Emily Conley
(Director)

Adoption
(December 13, 2023)

Rule 10b5-1 trading arrangement

Sale

Until September 5, 2024, or such earlier date upon which all transactions are completed or expire without execution

Up to 40,000 shares of Class A common stock

Matthew Shair
(Director)

Adoption
(December 21, 2023)

Rule 10b5-1 trading arrangement

Sale

Until February 26, 2025, or such earlier date upon which all transactions are completed or expire without execution

Up to 324,000 shares of Class A common stock

(1) The number of shares subject to covered restricted stock units (RSUs) that will be sold to satisfy applicable tax withholding obligations upon vesting is unknown as the number will vary based on the extent to which vesting conditions are satisfied, the market price of the Company’s common stock at the time of settlement and the potential future grant of additional RSUs subject to this arrangement. This trading arrangement, which applies to RSUs whether vesting is based on the passage of time and/or the achievement of performance goals, provides for the automatic sale of shares that would otherwise be issuable on each settlement date of a covered RSU in an amount sufficient to satisfy the applicable withholding obligation, with the proceeds of the sale delivered to the Company in satisfaction of the applicable withholding obligation.

Rule 10B5-1Trading Plan [Member] | James Porter [Member]  
Trading Arrangements, by Individual  
Name James Porter
Title Chief Executive Officer
Rule 10b5-1 Arrangement Adopted true
Adoption Date December 6, 2023
Rule 10B5-1Trading Plan [Member] | Christopher Turner [Member]  
Trading Arrangements, by Individual  
Name Christopher Turner
Title Chief Medical Officer
Rule 10b5-1 Arrangement Adopted true
Adoption Date December 6, 2023
Rule 10B5-1Trading Plan [Member] | Emily Conley [Member]  
Trading Arrangements, by Individual  
Name Emily Conley
Title Director
Rule 10b5-1 Arrangement Adopted true
Adoption Date December 13, 2023
Aggregate Available 40,000
Expiration Date September 5, 2024
Rule 10B5-1Trading Plan [Member] | Matthew Shair [Member]  
Trading Arrangements, by Individual  
Name Matthew Shair
Title Director
Rule 10b5-1 Arrangement Adopted true
Adoption Date December 21, 2023
Aggregate Available 324,000
Expiration Date February 26, 2025
Rule 10B5-1Trading Plan One [Member] | Alexandra Balcom [Member]  
Trading Arrangements, by Individual  
Name Alexandra Balcom
Title Chief Financial Officer
Rule 10b5-1 Arrangement Adopted true
Adoption Date December 6, 2023
Rule 10B5-1Trading Plan One [Member] | Deborah Miller [Member]  
Trading Arrangements, by Individual  
Name Deborah Miller
Title Chief Legal Officer
Rule 10b5-1 Arrangement Adopted true
Adoption Date December 6, 2023
Rule 10B5-1Trading Plan One [Member] | Darlene Noci [Member]  
Trading Arrangements, by Individual  
Name Darlene Noci
Title Chief Development Officer
Rule 10b5-1 Arrangement Adopted true
Adoption Date December 6, 2023
Rule 10B5-1Trading Plan Two [Member] | Alexandra Balcom [Member]  
Trading Arrangements, by Individual  
Name Alexandra Balcom
Title Chief Financial Officer
Rule 10b5-1 Arrangement Adopted true
Adoption Date December 28, 2023
Aggregate Available 60,000
Expiration Date December 20, 2024
Rule 10B5-1Trading Plan Two [Member] | Deborah Miller [Member]  
Trading Arrangements, by Individual  
Name Deborah Miller
Title Chief Legal Officer
Rule 10b5-1 Arrangement Adopted true
Adoption Date December 27, 2023
Aggregate Available 70,000
Expiration Date December 6, 2024
Rule 10B5-1Trading Plan Two [Member] | Darlene Noci [Member]  
Trading Arrangements, by Individual  
Name Darlene Noci
Title Chief Development Officer
Rule 10b5-1 Arrangement Adopted true
Adoption Date December 21, 2023
Aggregate Available 45,000
Expiration Date November 29, 2024