Initial Statement of Beneficial Ownership (3)
April 23 2018 - 4:31PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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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NOVAK ANDREW
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2. Date of Event Requiring Statement (MM/DD/YYYY)
4/12/2018
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3. Issuer Name
and
Ticker or Trading Symbol
Novan, Inc. [NOVN]
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(Last)
(First)
(Middle)
C/O NOVAN, INC., 4105 HOPSON RD
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
_____ 10% Owner
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X
___ Officer (give title below)
_____ Other (specify below)
Chief Accounting Officer /
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(Street)
MORRISVILLE, NC 27560
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
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X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common stock
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1300
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I
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By spouse
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Option (Right to Buy)
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(1)
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11/2/2026
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Common Stock
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5778
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$20.64
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D
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Employee Stock Option (Right to Buy)
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(2)
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3/6/2027
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Common Stock
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1185
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$6.95
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D
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Employee Stock Option (Right to Buy)
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(3)
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11/30/2027
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Common Stock
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4000
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$3.03
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D
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Employee Stock Option (Right to Buy)
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(4)
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2/11/2028
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Common Stock
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5346
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$3.03
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D
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Explanation of Responses:
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(1)
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The option shall become vested and exercisable in three equal annual installments, with the first installment vesting on July 27, 2017 (the "Vesting Commencement Date"), such that the option shall be fully vested on the third anniversary of the Vesting Commencement Date.
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(2)
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The Option shall become vested and exercisable in three equal installments, with 1/3 of the shares subject to the Option vesting immediately as of the March 6, 2017 (the "Grant Date"). Thereafter, 1/3 of the shares subject to the Option shall vest annually upon each anniversary of the Grant Date, such that the Option shall be fully vested and exercisable on the second anniversary of the Grant Date.
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(3)
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The option shall become vested and exercisable in three equal annual installments beginning on the first anniversary of December 1, 2017 (the "Vesting Commencement Date"), such that the option shall be fully vested on the third anniversary of the Vesting Commencement Date.
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(4)
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The Option shall become vested and exercisable in three equal installments, with 1/3 of the shares subject to the Option vesting immediately as of the February 12, 2018 (the "Grant Date"). Thereafter, 1/3 of the shares subject to the Option shall vest annually upon each anniversary of the Grant Date, such that the Option shall be fully vested and exercisable on the second anniversary of the Grant Date.
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Remarks:
Exhibit 24 - Power of Attorney
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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NOVAK ANDREW
C/O NOVAN, INC.
4105 HOPSON RD
MORRISVILLE, NC 27560
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Chief Accounting Officer
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Signatures
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/s/ Andrew J. Novak
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4/23/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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