Michael Castagna - May 25, 2023 Form 4 Insider Report for MANNKIND CORP (MNKD)

Role
Chief Executive Officer, Director
Signature
/s/ Michael Castagna
Stock symbol
MNKD
Transactions as of
May 25, 2023
Transactions value $
-$681,803
Form type
4
Date filed
5/26/2023, 09:00 PM
Previous filing
May 24, 2023
Next filing
Jun 2, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MNKD Common Stock, $.01 Par Value Award $0 +345K +14.8% $0.00 2.68M May 25, 2023 Direct F1, F2
transaction MNKD Common Stock, $.01 Par Value Sale -$344K -75K -2.8% $4.59 2.6M May 25, 2023 Direct F3
transaction MNKD Common Stock, $.01 Par Value Sale -$337K -75K -2.88% $4.50 2.53M May 26, 2023 Direct F3

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 MNKD Performance Restricted Stock Unit Award $0 +422K $0.00 422K May 25, 2023 Common Stock, $.01 Par Value 422K Direct F1, F4
* 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 represents a contingent right to receive one share of MNKD common stock.
F2 Acquired pursuant to a Restricted Stock Unit Award: 25% vests on July 15, 2024 and each yearly anniversary thereof until fully vested.
F3 Transaction occurred pursuant to a Rule 10B5-1 Plan adopted on December 5, 2022.
F4 The performance-based restricted stock unit will vest on July 15, 2026, provided that the closing price of MannKind common stock on the Nasdaq Global Market on June 30, 2026 is not less than the closing sale price on July 1, 2023. The number of shares delivered on the vesting date, as a percentage of the target specified in Box 4 above, is determined by the percentile ranking of MannKind total shareholder return (TSR) over the period from July 1, 2023 until June 30, 2026 relative to the TSR of the Russell 3000 Pharmaceutical & Biotechnology Index over the same three-year period, as follows: less than 25th percentile=0% of target, 25th percentile=50% of target, 50th percentile=100% of target, 75th percentile=200% percent of target, 90th percentile or higher=300% maximum. Payout values will be interpolated between the percentile rankings above.