Sec Form 4 Filing - Posner Christopher @ Cara Therapeutics, Inc. - 2021-10-29

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 Posner Christopher 2. Issuer Name and Ticker or Trading Symbol Cara Therapeutics, Inc. [ CARA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Senior Advisor (Last) (First) (Middle) C/O CARA THERAPEUTICS, INC., 4 STAMFORD PLAZA, 107 ELM STREET, 9TH FL 3. Date of Earliest Transaction (MM/DD/YY) 10/29/2021 (Street) STAMFORD, CT06902 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 Common Stock 10/29/2021 A 5,941 ( 1 ) A $ 0 22,037 D Common Stock 10/29/2021 A 142,000 ( 2 ) A $ 0 164,037 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 (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) $ 16.83 10/29/2021 A 566,000 ( 3 ) 10/29/2031 Common Stock 566,000 $ 0 566,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Posner Christopher C/O CARA THERAPEUTICS, INC. 4 STAMFORD PLAZA, 107 ELM STREET, 9TH FL STAMFORD, CT06902 X Senior Advisor Signatures /s/ Christopher Posner 11/03/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the number of shares underlying restricted stock units ("RSUs") granted to the Reporting Person pursuant to an Employment Agreement, dated October 29, 2021, between the Reporting Person and the Issuer, whereby the Reporting Person is employed as a Senior Advisor to the Issuer effective October 29, 2021 and as President and Chief Executive Officer of the Issuer effective November 9, 2021 (the "Employment Agreement"). Each RSU represents the contingent right to receive one share of common stock of the Issuer. The RSUs will vest in full on March 31, 2022, subject to the Reporting Person's continued service to the Issuer on such date. ( 2 )Represents the number of shares underlying RSUs granted to the Reporting Person pursuant to the Employment Agreement. Each RSU represents the contingent right to receive one share of common stock of the Issuer. 25% of the RSUs will vest on October 29, 2022 and the remainder will vest over the following 12 equal quarterly installments, in each case, subject to the Reporting Person's continued service to the Issuer as of each such date. ( 3 )25% of the shares will vest and become exercisable on October 29, 2022 and the remainder will vest over the following 12 equal quarterly installments, in each case, subject to the Reporting Person's continued service to the Issuer as of each such date. These options were granted to the Reporting Person pursuant to the Employment Agreement.

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).

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