SEC FORM 4 SEC Form 4
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*
Rodriguez Javier

(Last) (First) (Middle)
C/O BIOXCEL THERAPEUTICS, INC.
555 LONG WHARF DRIVE, 12TH FLOOR

(Street)
NEW HAVEN CT 06511

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BioXcel Therapeutics, Inc. [ BTAI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
03/14/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 03/14/2023 M 2,084 A (1) 2,084 D
Common Stock 03/15/2023 S 950(2) D $19.625 1,135 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 (1) 03/14/2023 M 2,084 (3) (3) Common Stock 2,084 $0 6,253 D
Restricted Stock Units (1) 03/15/2023 A 9,000 (4) (4) Common Stock 9,000 $0 9,000 D
Stock Option (Right to Buy) $19.6 03/15/2023 A 32,000 (5) 03/15/2033 Common Stock 32,000 $0 32,000 D
Explanation of Responses:
1. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock.
2. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 22, 2022.
3. On March 14, 2022, the Reporting Person was granted 8,337 RSUs, vesting as to 25% of the total number of RSUs on the first anniversary of March 14, 2022 and as to 6.25% of the total number of RSUs at the end of each successive three-month period thereafter, subject to the Reporting Person's continuous employment with the Issuer through the relevant vesting dates.
4. The RSUs will vest and settle as to 25% of the total number of RSUs on the first anniversary of March 15, 2023 and as to 6.25% of the total number of Restricted Stock Units at the end of each successive three-month period thereafter, subject to the Reporting Person's continuous employment with the Issuer through the relevant vesting dates.
5. The option vests and becomes exercisable as to 25% of the underlying shares on the first anniversary of March 15, 2023 and the remaining 75% of the underlying shares in 36 equal monthly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer through the relevant vesting dates.
Remarks:
Chief Legal Officer, Senior Vice President and Corporate Secretary
/s/ Javier Rodriguez 03/16/2023
** 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.