Vimal Mehta - 14 Dec 2024 Form 4 Insider Report for BioXcel Therapeutics, Inc. (BTAI)

Role
CEO and President, Director, 10%+ Owner
Signature
/s/ Richard Steinhart, as Attorney in Fact for Vimal Mehta, Ph.D.
Issuer symbol
BTAI
Transactions as of
14 Dec 2024
Net transactions value
-$1,131
Form type
4
Filing time
17 Dec 2024, 18:08:34 UTC
Previous filing
17 Sep 2024
Next filing
10 Jan 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BTAI Common Stock Options Exercise +2,610 +4.7% 58,403 14 Dec 2024 Direct F1
transaction BTAI Common Stock Options Exercise +3,500 +6% 61,903 15 Dec 2024 Direct F1
transaction BTAI Common Stock Sale $358 -983 -1.6% $0.3641 60,920 16 Dec 2024 Direct F2, F3
transaction BTAI Common Stock Sale $773 -2,134 -3.5% $0.3624 59,605 16 Dec 2024 Direct F2, F3
holding BTAI Common Stock 2,000 14 Dec 2024 By spouse
holding BTAI Common Stock 7,685,501 14 Dec 2024 By BioXcel LLC F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction BTAI Restricted Stock Units Options Exercise $0 -2,610 -17% $0.000000 13,049 14 Dec 2024 Common Stock 2,610 Direct F1, F5
transaction BTAI Restricted Stock Units Options Exercise $0 -3,500 -10% $0.000000 31,500 15 Dec 2024 Common Stock 3,500 Direct F1, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock.
F2 The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 14, 2023.
F3 The price reported is a weighted average price. The Reporting Person undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer, or any shareholder of the Issuer, full information regarding the number of securities sold at each separate price within the range set forth in this footnote.
F4 These securities are held of record by BioXcel LLC. BioXcel LLC is a subsidiary of BioXcel Holdings, Inc. ("Parent"). The Reporting Person is an executive officer and the sole member of the board of directors of Parent and an executive officer and one of two managers on the board of managers of BioXcel LLC and Parent. By virtue of these relationships, the Reporting Person may be deemed to be the beneficial owner of the securities held of record by BioXcel LLC. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for the purpose of Section 16 or for any other purpose.
F5 On March 14, 2022, the Reporting Person was granted 41,750 RSUs, vesting as to 25% of the total number of RSUs on the first anniversary of March 14, 2022 and as to 6.25% of the total number of RSUs at the end of each successive three-month period thereafter, subject to the Reporting Person's continuous employment with the Issuer through the relevant vesting dates.
F6 On March 15, 2023, the Reporting Person was granted 56,000 RSUs, vesting as to 25% of the total number of RSUs on the first anniversary of March 15, 2023 and as to 6.25% of the total number of RSUs at the end of each successive three month period thereafter, subject to the Reporting Person's continuous employment with the Issuer through the relevant vesting dates.