Form Type: 4

SEC EDGAR Link
Accession Number:0001209191-22-056442
Date:2022-11-08
Issuer: ARS PHARMACEUTICALS, INC. (SPRY)
Original Submission Date:

Reporting Person:

LOWENTHAL RICHARD E
C/O ARS PHARMACEUTICALS, INC.
11682 EL CAMINO REAL, SUITE 120 SAN DIEGO, CA 92130

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 2022-11-08 A 5,176,822 a $0.00 5,176,822 direct
COMMON STOCK 2022-11-08 A 1,772,850 a $0.00 1,772,850 indirect
COMMON STOCK 2022-11-08 A 4,326,854 a $0.00 4,326,854 indirect
COMMON STOCK 2022-11-08 A 1,772,850 a $0.00 1,772,850 indirect
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
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 0.84 2022-11-08 deemed execution date A 236,380 (a) 2029-12-16 common stock 236,380 $0.84 236,380 direct
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 1.44 2022-11-08 deemed execution date A 236,380 (a) 2031-12-13 common stock 236,380 $1.44 236,380 direct
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 0.84 2022-11-08 deemed execution date A 82,733 (a) 2029-12-16 common stock 82,733 $0.84 82,733 indirect by spouse
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 1.44 2022-11-08 deemed execution date A 82,733 (a) 2031-12-13 common stock 82,733 $1.44 82,733 indirect by spouse
Footnotes
IDfootnote
f1 received in exchange for 4,380,084 shares of common stock of ars pharmaceuticals, inc. ("ars") pursuant to an agreement and plan of merger and reorganization by and among ars, the issuer and sabre merger sub, inc., a wholly-owned subsidiary of the issuer ("merger sub"), as amended (the "merger agreement"). under the terms of the merger agreement, on november 8, 2022, merger sub merged with and into ars (the "merger"), with ars surviving the merger as a wholly-owned subsidiary of the issuer. upon the closing of the merger, each share of ars common stock was converted into the right to receive 1.1819 shares of the issuer common stock. subsequent to the merger, the name of the issuer was changed from silverback therapeutics, inc. to ars pharmaceuticals, inc.
f2 received in exchange for 1,500,000 shares of common stock of ars pursuant to the merger agreement.
f3 the reporting person is trustee of the trust.
f4 received in exchange for 3,660,930 shares of common stock of ars pursuant to the merger agreement.
f5 the reporting person's spouse is trustee of the trust. the reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of section 16 or for any other purpose.
f6 25% of the shares subject to the option vest on the one year anniversary of the vesting commencement date and the balance of the shares vest in a series of thirty-six (36) successive equal monthly installments measured from the first anniversary of the vesting commencement date.
f7 received in exchange for a stock option to acquire 200,000 shares of common stock of ars with an exercise price of $0.99 per share pursuant to the merger agreement.
f8 upon the closing of the merger, each outstanding option to purchase shares of ars common stock was assumed by the issuer and converted into an option to purchase the issuer's common stock.
f9 received in exchange for a stock option to acquire 200,000 shares of common stock of ars with an exercise price of $1.70 per share pursuant to the merger agreement.
f10 received in exchange for a stock option to acquire 70,000 shares of common stock of ars with an exercise price of $0.99 per share pursuant to the merger agreement.
f11 received in exchange for a stock option to acquire 70,000 shares of common stock of ars with an exercise price of $1.70 per share pursuant to the merger agreement.
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