Michael Kelly - Nov 8, 2022 Form 4 Insider Report for ARS Pharmaceuticals, Inc. (SPRY)

Role
Director
Signature
/s/ Kathleen Scott, Attorney-in-Fact
Stock symbol
SPRY
Transactions as of
Nov 8, 2022
Transactions value $
$0
Form type
4
Date filed
11/10/2022, 05:00 PM
Next filing
Jun 28, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SPRY Common Stock Award +83.2K 83.2K Nov 8, 2022 The 2019 Michael Kelly Irrevocable Deed of Trust F1, F2

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 SPRY Employee Stock Option (right to buy) Award +70.4K 70.4K Nov 8, 2022 Common Stock 70.4K $0.84 Direct F3, F4, F5
transaction SPRY Employee Stock Option (Right to Buy) Award +118K 118K Nov 8, 2022 Common Stock 118K $1.44 Direct F5, F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Received in exchange for 70,416 shares of common stock of ARS Pharmaceuticals, Inc. ("ARS") pursuant to an Agreement and Plan of Merger and Reorganization by and among ARS, the Issuer and Sabre Merger Sub, Inc., a wholly-owned subsidiary of the Issuer ("Merger Sub"), as amended (the "Merger Agreement"). Under the terms of the Merger Agreement, on November 8, 2022, Merger Sub merged with and into ARS (the "Merger"), with ARS surviving the Merger as a wholly-owned subsidiary of the Issuer. Upon the closing of the Merger, each share of ARS common stock was converted into the right to receive 1.1819 shares of the Issuer common stock. Subsequent to the Merger, the name of the Issuer was changed from Silverback Therapeutics, Inc. to ARS Pharmaceuticals, Inc.
F2 The Reporting Person's spouse and sister are trustees of the trust. The beneficiary of the trust is the Reporting Person's spouse. The Reporting Person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these Securities for purposes of Section 16 or for any other purpose.
F3 25% of the shares subject to the option vest on the one year anniversary of the vesting commencement date and the balance of the shares vest in a series of thirty-six (36) successive equal monthly installments measured the first anniversary of the vesting commencement date.
F4 Received in exchange for a stock option to acquire 59,584 shares of common stock of ARS pursuant to the Merger Agreement.
F5 Upon the closing of the Merger, each outstanding option to purchase shares of ARS common stock was assumed by the Issuer and converted into an option to purchase the Issuer's common stock.
F6 The shares vest in a series of thirty-six (36) successive equal monthly installments measured from the vesting commencement date.
F7 Received in exchange for a stock option to acquire 100,000 shares of common stock of ARS pursuant to the Merger Agreement.