John M. Gay - Jun 6, 2023 Form 4 Insider Report for Novan, Inc. (NOVNQ)

Role
Chief Financial Officer
Signature
/s/ John M. Gay
Stock symbol
NOVNQ
Transactions as of
Jun 6, 2023
Transactions value $
$0
Form type
4
Date filed
6/8/2023, 09:22 PM
Previous filing
Aug 10, 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NOVNQ Common Stock Options Exercise $0 +65K +2600% $0.00 67.5K Jun 7, 2023 Direct F1
transaction NOVNQ Common Stock Tax liability $0 -20.7K -30.62% $0.00 46.8K Jun 7, 2023 Direct F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction NOVNQ Restricted Stock Units Award $0 +65K $0.00 65K Jun 6, 2023 Common Stock 0 Direct F3, F4
transaction NOVNQ Restricted Stock Units Options Exercise $0 -65K -100% $0.00* 0 Jun 7, 2023 Common Stock 0 Direct F3, F5
transaction NOVNQ Restricted Stock Units Award $0 +200K $0.00 200K Jun 6, 2023 Common Stock 0 Direct F3, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The Issuer approved the grant of restricted stock units ("RSUs") to the Reporting Person on February 28, 2023, subject to stockholder approval of the amendment to the Issuer's 2016 Incentive Award Plan (the "2016 Plan Amendment") under which the RSU was granted. The Issuer's stockholders approved the 2016 Plan Amendment on June 7, 2023. Each RSU represented a contingent right to receive one share of the Issuer's Common Stock. 65,000 RSUs fully vested on June 7, 2023 and were settled in shares of the Issuer's Common Stock.
F2 Estimated number of shares related to settle tax obligation calculated using the June 8, 2023 closing share price of $0.8526.
F3 Each RSU represents a contingent right to receive one share of the Issuer's Common Stock.
F4 The RSUs shall be fully vested at the close of business on the business day following the Issuer's annual meeting of stockholders where the 2016 Plan Amendment was approved, subject to the Reporting Person's continued employment with the Issuer as of the vesting date.
F5 The RSUs fully vested on June 7, 2023.
F6 One-half of the RSUs shall vest on June 6, 2024 and the remaining one-half of the RSUs shall vest on June 6, 2025, subject to the Reporting Person's continued employment with the Issuer as of each applicable vesting date.