Form Type: 4

SEC EDGAR Link
Accession Number:0001209191-19-059179
Date:2019-12-02
Issuer: CARA THERAPEUTICS, INC. (CARA)
Original Submission Date:

Reporting Person:

CHALMERS DEREK T
C/O CARA THERAPEUTICS, INC.
4 STAMFORD PLAZA, 107 ELM ST, 9TH FLOOR STAMFORD, CT 06902

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2019-12-02 S 10,000 d $25.79 918,468 direct
COMMON STOCK 2019-12-02 A 20,000 a $0.00 938,468 direct
COMMON STOCK 2019-12-04 S 10,699 d $17.05 927,769 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
Footnotes
IDfootnote
f1 this sale was effected pursuant to a rule 10b5-1 trading plan adopted by the reporting person on may 23, 2019.
f2 the price reported in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $25.612 to $25.885, 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 set forth in this footnote to this form 4.
f3 represents the number of shares that vested under a performance-based restricted stock unit award (the "rsu") based on the issuer's satisfaction of certain performance criteria of the award. in light of the performance-based vesting conditions of the award, such shares were not reportable under section 16 until vesting was determined, which occurred on december 2, 2019. the vested shares represents the second of three possible vesting events of the total number of shares subject to the award. the remaining shares subject to the award will vest only upon the satisfaction of additional performance vesting criteria. each rsu represents the contingent right to receive one share of common stock of the issuer.
f4 this sale was effected pursuant to a "sell to cover" arrangement adopted by the reporting person in accordance with rule 10b5-1 on september 6, 2018 to satisfy the tax withholding obligations triggered by the vesting and of the rsus reported herein as described in greater detail in footnote (3), and does not represent a discretionary trade by the reporting person.
f5 represents the number of shares required to be sold by the reporting person to cover tax withholding described above.
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