Adam R. Levy - Jan 2, 2025 Form 4 Insider Report for NEXGEL, INC. (NXGL)

Role
Chief Executive Officer, Director
Signature
/s/ Adam R. Levy
Stock symbol
NXGL
Transactions as of
Jan 2, 2025
Transactions value $
-$15,828
Form type
4
Date filed
1/6/2025, 04:37 PM
Previous filing
Nov 22, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NXGL Common Stock (restricted stock units) Award $0 +26.1K +7.25% $0.00 386K Jan 2, 2025 Direct F1
transaction NXGL Common Stock Sale -$15.8K -4K -1.04% $3.96 382K Jan 2, 2025 Direct F2, 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 NXGL Stock Options (right to buy) Award $0 +150K $0.00 150K Jan 2, 2025 Common Stock 150K $3.83 Direct 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 The restricted stock units were granted to the Reporting Person in connection with his 2025 executive employment agreement with the Issuer. The restricted stock units vest in twelve equal monthly installments (subject to any rounding adjustments) during the term of the Levy Employment Agreement with the first installment vesting on January 2, 2025 provided the Reporting Person is employed on the applicable vesting date by the Issuer.
F2 The Reporting Person sold these shares pursuant to a Rule 10b5-1 trading plan instituted for tax planning purposes. The shares were originally acquired by the Reporting Person from the Issuer on October 15, 2019 and were not purchased in the recent registered direct offerings of the Issuer.
F3 Represents the weighted average of open market sale transactions ranging from $3.61 to $4.42 per share. The Reporting Person undertakes to provide full information regarding the number of shares sold at each separate price sold if requested by the Securities and Exchange Commission Staff, the Issuer or a security holder of the Issuer.
F4 The stock options were granted to the Reporting Person in connection with his 2025 executive employment agreement with the Issuer. The stock options vest as follows: 37,500 shares of Common Stock on December 31, 2025, 2026, 2027 and 2028, respectively, provided the Reporting Person is employed on the applicable vesting date by the Issuer.