| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Tarsus Pharmaceuticals, Inc. [ TARS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/15/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 03/15/2024 | M | 13,245 | A | (1) | 69,646(2) | D | |||
| Common Stock | 03/18/2024 | S(3) | 4,879 | D | $30.6 | 64,767 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
| Restricted Stock Units | (4) | 03/15/2024 | M | 5,097 | (5) | (5) | Common Stock | 5,097 | $0 | 10,194 | D | ||||
| Restricted Stock Units | (4) | 03/15/2024 | M | 8,148 | (6) | (6) | Common Stock | 8,148 | $0 | 24,444 | D | ||||
| Explanation of Responses: |
| 1. The shares were issued pursuant to settlement of vested Restricted Stock Units ("RSUs"). |
| 2. Includes 1,705 shares acquired under the Issuer's Employee Stock Purchase Plan on June 30, 2023. |
| 3. The sale reported on this Form 4 represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of RSUs. The sale is mandated by the Issuer's election to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person. |
| 4. Each RSU represents a contingent right to receive one share of the Issuer's common stock. |
| 5. RSUs granted on March 9, 2022, under the Tarsus Pharmaceuticals, Inc. 2020 Stock Plan. 25% of the RSUs will vest on March 15th of each of 2023, 2024, 2025, and 2026, subject to the Reporting Person's continuous service. |
| 6. RSUs granted on March 8, 2023, under the Tarsus Pharmaceuticals, Inc. 2020 Stock Plan. 25% of the RSUs will vest on March 15th of each of 2024, 2025, 2026 and 2027, subject to the Reporting Person's continuous service. |
| Remarks: |
| Exhibit 24 - Power of Attorney |
| /s/ Jeffrey Farrow, Attorney-in-Fact | 03/19/2024 | |
| ** 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 Number. | ||
Tarsus Tarsus Pharmaceuticals, Inc. - Power of Attorney KNOW ALL BY THESE PRESENTS, the undersigned hereby constitutes and appoints each of Bobak Azamian, Jeffrey Farrow, Bryan Wahl, Greg Rivera, Shannon Callan, and Kristine Mengoli, signing singly, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to: (I) execute for and on behalf o f the undersigned a Form ID Application, if required, and submit the same to the United States Securities and Exchange Commission; (2) execute for and on behalf o f the undersigned, in the undersigned's capacity as an officer and/or director o f Tarsus Pharmaceuticals, Inc. (the "Company") or as a holder of 10% or more of the Company's securities, Forms 3, 4 and 5, and any amendments thereto, in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and the rules thereunder and, if necessary, such forms or similar reports required by state or foreign regulators in jurisdictions in which the Company operates; (3) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Form 3, 4 or 5 or similar form or report required by state or foreign regulators, and any amendments thereto, and file such form or report with the United States Securities and Exchange Commission and any stock exchange or similar authority or appropriate state or foreign regulator; and (4) take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney in-fact, may be of benefit to, in the best interest of or legally required to be done by the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf o f the undersigned pursuant to this Power o f Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney- in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue o f this Power o f Allorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request o f the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section I 6 of the Securities Exchange Act of 1934, as amended, and the rules thereunder. This Power o f Attorney may be filed with the SEC as a confirming statement o f the authority granted herein. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings o f and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power o f Attorney to be executed as of the date written below. GOS VF&H\6037850.1 Exhibit 24