Statement of Changes in Beneficial Ownership (4)
October 13 2022 - 6:22PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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0.5
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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
*
Isern Brian M. |
2. Issuer Name and Ticker or Trading Symbol
Tricida, Inc.
[
TCDA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
*possible member of 10% group |
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(Last)
(First)
(Middle)
2033 6TH AVE., SUITE 330 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/11/2022 |
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(Street)
SEATTLE, WA 98121
(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)
___ Form filed by One Reporting Person
_
X
_ 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 | 10/11/2022 | | S | | 95366 | D | $12.01 (1) | 2417984 (10) | I | By Sibling Capital Fund II-B L.P. (4)(9) |
| Common Stock | 10/11/2022 | | S | | 23019 | D | $12.01 (1) | 1622176 (10) | I | By Sibling Capital Fund II-C L.P. (5)(9) |
| Common Stock | 10/12/2022 | | S | | 171006 | D | $12.53 (2) | 2246978 | I | By Sibling Capital Fund II-B L.P. (4)(9) |
| Common Stock | 10/12/2022 | | S | | 41277 | D | $12.53 (2) | 1580899 | I | By Sibling Capital Fund II-C L.P. (5)(9) |
| Common Stock | 10/13/2022 | | S | | 23628 | D | $11.99 (3) | 2223350 | I | By Sibling Capital Fund II-B L.P. (4)(9) |
| Common Stock | 10/13/2022 | | S | | 5704 | D | $11.99 (3) | 1575195 | I | By Sibling Capital Fund II-C L.P. (5)(9) |
| Common Stock | | | | | | | | 702411 | I | By Sibling Capital Fund II-A L.P. (6)(9) |
| Common Stock | | | | | | | | 599379 | I | By Sibling Capital Fund II-D L.P. (7)(9) |
| Common Stock | | | | | | | | 463158 | I | By Sibling Insiders Fund II L.P. (8)(9) |
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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.65 to $12.38, inclusive. Each Reporting Person undertakes to provide to Tricida, Inc., any security holder of Tricida, Inc. 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 ranges set forth in footnotes (1), (2) and (3) to this Form 4. |
| (2) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.18 to $13.06, inclusive. |
| (3) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.55 to $12.20, inclusive. |
| (4) | The shares are held directly by Sibling Capital Fund II-B L.P. ("Sibling B"). Sibling Capital Ventures II LLC ("SCV II") is the sole general partner of Sibling B. As sole manager of SCV II, Brian M. Isern may be deemed to be an indirect beneficial owner of such shares. |
| (5) | The shares are held directly by Sibling Capital Fund II-C L.P. ("Sibling C"). Sibling Capital Ventures III LLC ("SCV III") is the sole general partner of Sibling C. As sole manager of SCV III, Brian M. Isern may be deemed to be an indirect beneficial owner of such shares. |
| (6) | The shares are held directly by Sibling Capital Fund II-A L.P. ("Sibling A"). Sibling Capital Ventures LLC ("SCV") is the sole general partner of Sibling A. As sole manager of SCV, Brian M. Isern may be deemed to be an indirect beneficial owner of such shares. |
| (7) | The shares are held directly by Sibling Capital Fund II-D L.P. ("Sibling D"). Sibling Capital Ventures IV LLC ("SCV IV") is the sole general partner of Sibling D. As sole manager of SCV IV, Brian M. Isern may be deemed to be an indirect beneficial owner of such shares. |
| (8) | The shares are held directly by Sibling Insiders Fund II L.P. ("Sibling Insiders Fund"). Sibling Insiders II LLC ("Sibling Insiders LLC") is the sole general partner of Sibling Insiders Fund. As sole manager of Sibling Insiders LLC, Brian M. Isern may be deemed to be an indirect beneficial owner of such shares. |
| (9) | For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise. |
| (10) | The Form 4 filed by the Reporting Persons on October 4, 2022, incorrectly reported the number of shares sold on September 30, 2022, by Sibling B by one less share and by Sibling C by one additional share, resulting in incorrect beneficial ownership by Sibling B and by Sibling C after giving effect to such sales. The reported beneficial ownership in this Form 4 corrects this immaterial error. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Isern Brian M.
2033 6TH AVE., SUITE 330
SEATTLE, WA 98121 |
| X |
| *possible member of 10% group |
Sibling Capital Fund II-B L.P.
2033 6TH AVE, SUITE 330
SEATTLE, WA 98121 |
| X |
| *possible member of 10% group |
Sibling Capital Fund II-C L.P.
2033 6TH AVE, SUITE 330
SEATTLE, WA 98121 |
| X |
| *possible member of 10% group |
Sibling Capital Ventures II LLC
2033 6TH AVE, SUITE 330
SEATTLE, WA 98121 |
| X |
| *possible member of 10% group |
Sibling Capital Ventures III LLC
2033 6TH AVE, SUITE 330
SEATTLE, WA 98121 |
| X |
| *possible member of 10% group |
Signatures
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| /s/ Brian M. Isern | | 10/13/2022 |
| **Signature of Reporting Person | Date |
| Sibling Capital Fund II-B L.P., By: Sibling Capital Ventures II LLC, its sole general partner, /s/ Brian M. Isern, Sole Manager | | 10/13/2022 |
| **Signature of Reporting Person | Date |
| Sibling Capital Fund II-C L.P., By: Sibling Capital Ventures III LLC, its sole general partner, /s/ Brian M. Isern, Sole Manager | | 10/13/2022 |
| **Signature of Reporting Person | Date |
| Sibling Capital Ventures II LLC, /s/ Brian M. Isern, Sole Manager | | 10/13/2022 |
| **Signature of Reporting Person | Date |
| Sibling Capital Ventures III LLC, /s/ Brian M. Isern, Sole Manager | | 10/13/2022 |
| **Signature of Reporting Person | Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
| 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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