A. Donofrio John - Jun 6, 2023 Form 4 Insider Report for Novan, Inc. (NOVNQ)

Role: EVP, Chief Operating Officer
Signature: /s/ John M. Gay, by power of attorney
Stock symbol: NOVNQ
Transactions as of: Jun 6, 2023
Transactions value $: $0
Form type: 4
Date filed: 6/8/2023, 09:22 PM
Previous filing: Mar 18, 2022

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	NOVNQ	Restricted Stock Units	Award	$0	+85K		$0.00	85K	Jun 6, 2023	Common Stock	0		Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The Issuer approved the grant of restricted stock units ("RSUs") to the Reporting Person on February 28, 2023, subject to stockholder approval of the amendment to the Issuer's 2016 Incentive Award Plan (the "2016 Plan Amendment") under which the RSU was granted. The Issuer's stockholders approved the 2016 Plan Amendment on June 7, 2023. Each RSU represents a contingent right to receive one share of the Issuer's Common Stock.
F2	One-half of the RSUs shall vest on June 6, 2024 and the remaining one-half of the RSUs shall vest on June 6, 2025, subject to the Reporting Person's continued employment with the Issuer as of each applicable vesting date.

Content

The Issuer approved the grant of restricted stock units ("RSUs") to the Reporting Person on February 28, 2023, subject to stockholder approval of the amendment to the Issuer's 2016 Incentive Award Plan (the "2016 Plan Amendment") under which the RSU was granted. The Issuer's stockholders approved the 2016 Plan Amendment on June 7, 2023. Each RSU represents a contingent right to receive one share of the Issuer's Common Stock.

One-half of the RSUs shall vest on June 6, 2024 and the remaining one-half of the RSUs shall vest on June 6, 2025, subject to the Reporting Person's continued employment with the Issuer as of each applicable vesting date.