Jonathan Violin - Sep 20, 2021 Form 4 Insider Report for Astria Therapeutics, Inc. (ATXS)

Role
Director
Signature
/s/ Ben Harshbarger, as attorney-in-fact for Jonathan Violin
Stock symbol
ATXS
Transactions as of
Sep 20, 2021
Transactions value $
$0
Form type
4
Date filed
9/22/2021, 05:00 PM
Previous filing
Jun 2, 2021
Next filing
Dec 10, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ATXS Common Stock Other $0 -263K -100% $0.00* 0 Sep 20, 2021 By Lazarus Life Sciences I, LLC F1
transaction ATXS Common Stock Other $0 +263K $0.00 263K Sep 20, 2021 Direct F1
holding ATXS Common Stock 0 Sep 20, 2021 See Footnotes F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On September 20, 2021, Lazarus Life Sciences I, LLC ("Lazarus"), a limited liability company in which the Reporting Person holds a profits interest, distributed all of its shares of common stock of the Issuer to its beneficial owners, including 263,321 shares of common stock to the Reporting Person. The Reporting Person disclaims beneficial ownership of the securities held by Lazarus, except to the extent of his pecuniary interest therein. All share numbers herein give effect to the one-for-six reverse stock split effected by the Issuer on August 19, 2021.
F2 The Reporting Person also holds an indirect interest in Viridian, LLC ("Viridian"), which holds warrants to purchase common stock of the Issuer. Each of Lazarus and Viridian has adopted a policy pursuant to which voting and dispositive decisions with respect to the Issuer's securities require the approval of at least three of the respective entity's managers. Under the so-called "rule of three," if voting and dispositive decisions regarding an entity's securities are made by two or more individuals, and a voting and dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity's securities. Based upon the foregoing analysis, no individual manager of Lazarus or Viridian exercises voting or dispositive control over any of the securities of the Issuer held by Lazarus or Viridian, respectively.
F3 Based on the above, none of Lazarus, Viridian or the Reporting Person will be deemed to have or share beneficial ownership of securities of the Issuer held by Lazarus or Viridian.