Protara Therapeutics, Inc. — Director's Dealing 2020

Jun 11, 2020

SEC Form 4/A — Form 4/A

Issuer: Protara Therapeutics, Inc. (TARA)
CIK: 0001359931
Period of Report: 2020-01-09

Reporting Person: Solomon Michael Edward (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-01-10	Common Stock	A	26500	$0.00	Acquired	26500	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-01-09	Stock Option (Right to Buy)	$9.18	A	2861	Acquired	2028-07-11	Common Stock (2861)	Direct
2020-01-09	Stock Option (Right to Buy)	$9.18	A	6676	Acquired	2028-12-03	Common Stock (6676)	Direct

Footnotes

F1: The shares being reported are being issued pursuant to restricted stock unit awards ("RSUs"), each one of which represents a contingent right to receive one share of the Issuer's common stock. 3/24th of the shares were vested upon grant and 1/24th of the shares vest monthly thereafter, beginning on February 10, 2020. Settlement for the RSUs is deferred until the earliest to occur of (i) the Reporting Person's termination of service, (ii) death, (iii) disability and (iv) a change in control of the Issuer. In the event of a change in control of the Issuer, the RSUs will vest in full.

F2: On September 23, 2019, the Issuer entered into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement") as amended on November 19, 2019, with the Issuer, REM 1 Acquisition, Inc. ("Merger Sub") and ArTara Subsidiary, Inc. ("ArTara Sub"). On January 9, 2020 (the "Effective Time"), Merger Sub was merged with and into ArTara Sub, with ArTara Sub surviving as a wholly owned subsidiary of the Issuer.

F3: One hundred nineteen (119) of the Option Shares shall vest as of the date of the grant, and the remaining Option Shares shall vest in forty six (46) approximately equal increments of fifty nine (59) whole Option Shares beginning on the first day of the first calendar month following the Date of Grant and then on the first day of each of the next forty five (45) months thereafter (each a "Vesting Date"), if the Reporting Person has remained continuously engaged by the Issuer or any Affiliate through such Vesting Date; provided that, on the last such Vesting Date (being May 1, 2022), all of the Option Shares which had not vested by then (being not less than 64 Option Shares) will vest and become exercisable, and that the vesting of all then unvested Option Shares shall be accelerated upon a Change of Control.

F4: Received in the Merger in exchange for a stock option to acquire 15,000 shares of ArTara Sub common stock for $1.75 per share.

F5: The shares subject to this option shall vest in forty eight (48) approximately equal increments of one hundred thirty nine (139) whole Option Shares beginning on the first day of the first calendar month following December 4, 2018, and then on the first day of each of the next forty seven (47) months thereafter (each a "Vesting Date"), if Reporting Person has remained continuously engaged by the Issuer or any Affiliate through such Vesting Date; provided that, on the last such Vesting Date (being December 1, 2022), all of the Option Shares which had not vested by then (being not less than 139 Option Shares) will vest and become exercisable.

F6: Received in the Merger in exchange for a stock option to acquire 35,000 shares of ArTara Sub common stock for $1.75 per share.