Richard E. Lowenthal - Nov 8, 2022 Form 4 Insider Report for ARS Pharmaceuticals, Inc. (SPRY)

Role
President and CEO, Director, 10%+ Owner
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
Jan 5, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SPRY Common Stock Award +5.18M 5.18M Nov 8, 2022 Direct F1
transaction SPRY Common Stock Award +1.77M 1.77M Nov 8, 2022 By Richard E. Lowenthal Charitable Remainder Unitrust Dated January 7, 2020 F2, F3
transaction SPRY Common Stock Award +4.33M 4.33M Nov 8, 2022 By spouse F4
transaction SPRY Common Stock Award +1.77M 1.77M Nov 8, 2022 By Sarina Tanimoto Charitable Remainder Unitrust Dated January 7, 2020 F2, F5

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 +236K 236K Nov 8, 2022 Common Stock 236K $0.84 Direct F6, F7, F8
transaction SPRY Employee Stock Option (right to buy) Award +236K 236K Nov 8, 2022 Common Stock 236K $1.44 Direct F6, F8, F9
transaction SPRY Employee Stock Option (Right to Buy) Award +82.7K 82.7K Nov 8, 2022 Common Stock 82.7K $0.84 By spouse F6, F8, F10
transaction SPRY Employee Stock Option (right to buy) Award +82.7K 82.7K Nov 8, 2022 Common Stock 82.7K $1.44 By spouse F6, F8, F11
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Received in exchange for 4,380,084 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 Received in exchange for 1,500,000 shares of common stock of ARS pursuant to the Merger Agreement.
F3 The Reporting Person is trustee of the trust.
F4 Received in exchange for 3,660,930 shares of common stock of ARS pursuant to the Merger Agreement.
F5 The Reporting Person's spouse is trustee of the trust. 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.
F6 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 from the first anniversary of the vesting commencement date.
F7 Received in exchange for a stock option to acquire 200,000 shares of common stock of ARS with an exercise price of $0.99 per share pursuant to the Merger Agreement.
F8 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.
F9 Received in exchange for a stock option to acquire 200,000 shares of common stock of ARS with an exercise price of $1.70 per share pursuant to the Merger Agreement.
F10 Received in exchange for a stock option to acquire 70,000 shares of common stock of ARS with an exercise price of $0.99 per share pursuant to the Merger Agreement.
F11 Received in exchange for a stock option to acquire 70,000 shares of common stock of ARS with an exercise price of $1.70 per share pursuant to the Merger Agreement.