Sec Form 4 Filing - BARLOW JAMES F @ Arcturus Therapeutics Holdings Inc. - 2023-08-01

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person BARLOW JAMES F 2. Issuer Name and Ticker or Trading Symbol Arcturus Therapeutics Holdings Inc. [ ARCT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ARCTURUS THERAPEUTICS HOLDINGS INC., 10628 SCIENCE CENTER DRIVE, SUITE 250 3. Date of Earliest Transaction (MM/DD/YY) 08/01/2023 (Street) SAN DIEGO, CA92121 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Stock option (right to buy) $ 34.92 08/01/2023 A 11,869 ( 1 ) 08/01/2033 Common Stock 11,869 $ 0 11,869 D Deferred Stock Units ( 2 ) 08/01/2023 A 3,131 ( 3 ) ( 3 ) Common Stock 3,131 $ 0 3,131 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BARLOW JAMES F C/O ARCTURUS THERAPEUTICS HOLDINGS INC. 10628 SCIENCE CENTER DRIVE, SUITE 250 SAN DIEGO, CA92121 X Signatures /s/ Ilan Katz, attorney-in-fact 08/03/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares underlying the option vest monthly over a one year period from the date of grant; provided however, that the remaining unvested balance will vest and become fully exercisable at the Issuer's 2024 annual meeting of stockholders. This represents a portion of the 2023 annual grant to the Reporting Person as a member of the Board of Directors of the Issuer. ( 2 )Each deferred stock unit is economically equivalent to one share of the Issuer's common stock. ( 3 )Shares underlying the deferred stock units shall vest at the Issuer's 2024 annual meeting of stockholders. The shares underlying the deferred stock units will be issued on (or as soon as reasonably practicable following) the earlier of the Reporting Person's separation from service or a change in ownership of the Issuer or a substantial portion of its assets or a change in effective control of the Issuer within the meaning of regulations issued under Section 409A of the Internal Revenue Code. This represents a portion of the 2023 annual grant to the Reporting Person as a member of the Board of Directors of the Issuer.

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).

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