Statement of Changes in Beneficial Ownership (4)
September 17 2020 - 4:08PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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VERU DENNISON T |
2. Issuer Name and Ticker or Trading Symbol
Brickell Biotech, Inc.
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BBI
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O BRICKELL BIOTECH, INC., 5777 CENTRAL AVENUE, SUITE 102 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/15/2020 |
(Street)
BOULDER, CO 80301
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 9/14/2020 | | G |
V
| 19642 | D | $0 | 7230 | D | |
Common Stock | 9/15/2020 | | A | | 13580 (1) | A | $.81 (1) | 20810 | D | |
Common Stock | 9/15/2020 | | P | | 15355 | A | $.8086 (2) | 36165 | D | |
Common Stock | 9/16/2020 | | P | | 14645 | A | $.8029 (3) | 50810 | D | |
Common Stock | 9/14/2020 | | G |
V
| 19642 | A | $0 | 980030 | I | By self due to Control over the Entity that holds Shares |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Stock Option (right to buy) | $.80 | 9/15/2020 | | A | | 60000 | | (4) | 9/15/2030 | Common Stock | 60000 | $0 | 60000 | D | |
Explanation of Responses: |
(1) | On September 15, 2020, the reporting person was granted 13,580 restricted stock units ("RSUs") in lieu of a portion of cash compensation as a director of Brickell Biotech, Inc. The RSUs are scheduled to vest on December 31, 2020 and will be settled in the form of one share of common stock for each RSU. |
(2) | Represents the purchase of 15,355 shares in multiple transactions, ranging in price from $0.80 to $0.8153 per share, resulting in a weighted average purchase price of $0.8086. The reporting person will provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares purchased at each price within the range. |
(3) | Represents the purchase of 14,645 shares in multiple transactions, ranging in price from $0.80 to $0.81 per share, resulting in a weighted average purchase price of $0.8029. The reporting person will provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares purchased at each price within the range. |
(4) | The stock options will vest 25% on September 15, 2021, and the remainder will vest in equal monthly installments over the following three years. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
VERU DENNISON T C/O BRICKELL BIOTECH, INC. 5777 CENTRAL AVENUE, SUITE 102 BOULDER, CO 80301 | X |
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Signatures
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/s/ Christine G. Long, Attorney-in-Fact for Dennison T. Veru (power of attorney previously filed) | | 9/17/2020 |
**Signature of Reporting Person | Date |
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