Sec Form 4 Filing - Aurentz Vincent @ EPIRUS Biopharmaceuticals, Inc. - 2016-05-27

Insider filing report for Changes in Beneficial Ownership
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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
Aurentz Vincent
2. Issuer Name and Ticker or Trading Symbol
EPIRUS Biopharmaceuticals, Inc. [ EPRS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Business Officer
(Last) (First) (Middle)
C/O EPIRUS BIOPHARMACEUTICALS, INC., 699 BOYLSTON STREET, 8TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
05/27/2016
(Street)
BOSTON, MA02116
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
Restricted Stock Units ( 1 ) 05/27/2016 A 230,000 ( 1 )( 2 ) ( 1 ) Common Stock 230,000 $ 0 230,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Aurentz Vincent
C/O EPIRUS BIOPHARMACEUTICALS, INC.
699 BOYLSTON STREET, 8TH FLOOR
BOSTON, MA02116
Chief Business Officer
Signatures
/s/ Robert Ticktin, Attorney-in-fact 05/31/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents an award of restricted stock units ("RSUs"), each of which represents a contingent right to receive a share of the Issuer's common stock and has no expiration date. The award will vest over two years according to the following vesting schedule: (i) if a sale of the Issuer's B0W15 program occurs on or before May 27, 2017, then (a) 40% of the RSUs will vest on the date of such sale (the "Sale Date"), (b) 30% of the RSUs will vest on May 27, 2017 and (c) 30% of the RSUs will vest on May 27, 2018, and (ii) if the Sale Date does not occur on or prior to May 27, 2017, then (a) 50% of the RSUs will vest on May 27, 2017 and (b) 50% of the RSUs will vest on May 27, 2018; in any event provided the Reporting Person remains continuously employed by the Issuer through each vesting date.
( 2 )The vesting of any unvested portion of the award will be immediately accelerated if the Reporting Person's employment is terminated without cause, other than due to the Reporting Person's voluntary resignation, prior to the award being fully vested.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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