Todd Franklin Watanabe - Feb 28, 2025 Form 4 Insider Report for Arcutis Biotherapeutics, Inc. (ARQT)

Signature
/s/ David Topper, as Attorney-in-Fact for Todd Franklin Watanabe
Stock symbol
ARQT
Transactions as of
Feb 28, 2025
Transactions value $
-$327,019
Form type
4
Date filed
3/4/2025, 07:43 PM
Previous filing
Feb 4, 2025
Next filing
Mar 20, 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ARQT Common Stock Award $0 +151K +18.78% $0.00 955K Feb 28, 2025 Direct F1
transaction ARQT Common Stock Sale -$272K -20.9K -2.19% $13.03 934K Mar 3, 2025 Direct F2, F3
transaction ARQT Common Stock Sale -$54.9K -4.14K -0.44% $13.28 930K Mar 4, 2025 Direct F4, F5
holding ARQT Common Stock 24.4K Feb 28, 2025 By Trust F6
holding ARQT Common Stock 24.4K Feb 28, 2025 By Trust F7
holding ARQT Common Stock 57.4K Feb 28, 2025 By LLC F8
holding ARQT Common Stock 125K Feb 28, 2025 By Trust F9

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 ARQT Stock Option (right to buy) Award $0 +396K $0.00 396K Feb 28, 2025 Common Stock 396K $13.69 Direct F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 Constitute restricted stock units ("RSUs") for which the Reporting Person is entitled to receive one (1) share of common stock for each one (1) RSU upon vesting, in which 25% of the RSUs vest annually on March 1, (the "Vesting Commencement Date"), of each year beginning March 1, 2026, subject to the Reporting Person's continued service to the Issuer.
F2 The sale reported on this Form 4 represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of RSUs, granted on March 3, 2022 and March 2, 2023.
F3 The price reported in Column 4 is a weighted average sale price. The shares were sold in multiple transactions at prices ranging from $12.6902 to $13.83, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.
F4 The sale reported on this Form 4 represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of RSUs, granted on March 3, 2021.
F5 The price reported in Column 4 is a weighted average sale price. The shares were sold in multiple transactions at prices ranging from $12.28 to $13.99, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.
F6 The securities are held of record by The John Franklin Watanabe Trust, of which the Reporting Person is the trustee. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of such securities for purposes of Section 16 or for any other purposes.
F7 The securities are held of record by The Anderson Prest Watanabe Irrevocable Trust, of which the Reporting Person is the trustee. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of such securities for purposes of Section 16 or for any other purposes.
F8 The securities are held of record by Watanabe Ventures, LLC, of which the Reporting Person is the Chief Operating Officer. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of such securities for purposes of Section 16 or for any other purposes.
F9 The securities are held of record by The Watanabe 2016 Irrevocable Trust, of which the Reporting Person's children are beneficiaries. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of such securities for purposes of Section 16 or for any other purposes.
F10 1/48th of the shares subject to the option vest on each monthly anniversary measured from March 1, 2025 (the "Vesting Commencement Date"), such that 100% of the shares subject to the option will be fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date, subject to the Reporting Person's continued service to the Issuer.

Remarks:

Reporting Person's title: President and Chief Executive Officer