Statement of Changes in Beneficial Ownership (4)
May 12 2021 - 3:52PM
Edgar (US Regulatory)
FORM 4
[ ]
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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3235-0287
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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
*
Lynch Casey |
2. Issuer Name and Ticker or Trading Symbol
Cortexyme, Inc.
[
CRTX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer |
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(Last)
(First)
(Middle)
C/O CORTEXYME, INC., 269 EAST GRAND AVE. |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/10/2021 |
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(Street)
SOUTH SAN FRANCISCO, CA 94080
(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 | 5/10/2021 | | S(1) | | 13584 | D | $33.75 (2) | 995190 | I | By the Zachary and Casey Lynch Living Trust dated February 24, 2009 (3) |
| Common Stock | 5/10/2021 | | S(1) | | 9918 | D | $34.89 (4) | 985272 | I | By the Zachary and Casey Lynch Living Trust dated February 24, 2009 (3) |
| Common Stock | 5/10/2021 | | S(1) | | 6315 | D | $35.81 (5) | 978957 | I | By the Zachary and Casey Lynch Living Trust dated February 24, 2009 (3) |
| Common Stock | 5/10/2021 | | S(1) | | 183 | D | $36.73 | 978774 | I | By the Zachary and Casey Lynch Living Trust dated February 24, 2009 (3) |
| Common Stock | | | | | | | | 49895 | D | |
| Common Stock | | | | | | | | 91911 | I | By The Casey C. Lynch 2019 Annuity Trust (6) |
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 |
| Explanation of Responses: |
| (1) | The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 29, 2020 and amended on December 18, 2020. |
| (2) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.41 to $34.40, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range. |
| (3) | Casey C. Lynch is a trustee of the Zachary and Casey Lynch Living Trust dated February 24, 2009, and shares voting and dispositive power with one other trustee with respect to the shares held of record by the Zachary and Casey Lynch Living Trust dated February 24, 2009. |
| (4) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.41 to $35.37, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range. |
| (5) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.44 to $36.04, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range. |
| (6) | Casey C. Lynch is the trustee of The Casey C. Lynch 2019 Annuity Trust, and holds sole voting and dispositive power with respect to the shares held of record by The Casey C. Lynch 2019 Annuity Trust. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Lynch Casey
C/O CORTEXYME, INC.
269 EAST GRAND AVE.
SOUTH SAN FRANCISCO, CA 94080 | X |
| Chief Executive Officer |
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Signatures
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| /s/ Caryn Gordon McDowell, as Attorney-in-Fact for Casey C. Lynch | | 5/11/2021 |
| **Signature of Reporting Person | Date |
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