Sec Form 4/A Filing - Braunstein Scott @ Protara Therapeutics, Inc. - 2020-01-09

FORM 4/A 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 Braunstein Scott 2. Issuer Name and Ticker or Trading Symbol Protara Therapeutics, Inc. [ TARA] 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 PROTARA THERAPEUTICS, INC., 1 LITTLE WEST 12TH STREET 3. Date of Earliest Transaction (MM/DD/YY) 01/09/2020 (Street) NEW YORK, NY10014 4. If Amendment, Date Original Filed (MM/DD/YY) 01/13/2020 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) $ 9.18 01/09/2020( 1 ) A 2,861 ( 2 ) 07/11/2028 Common Stock 2,861 ( 3 ) 2,861 D Stock Option (Right to Buy) $ 9.18 01/09/2020( 1 ) A 16,214 ( 4 ) 12/03/2028 Common Stock 16,214 ( 5 ) 16,214 ( 6 ) D Stock Option (Right to Buy) $ 9.18 01/09/2020( 1 ) A 15,641 ( 7 ) 04/28/2029 Common Stock 15,641 ( 8 ) 15,641 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Braunstein Scott C/O PROTARA THERAPEUTICS, INC. 1 LITTLE WEST 12TH STREET NEW YORK, NY10014 X Signatures /s/ Jesse Shefferman, Attorney-in-fact 06/10/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On September 23, 2019, the Issuer entered into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement") as amended on November 19, 2019, with the Issuer, REM 1 Acquisition, Inc. ("Merger Sub") and ArTara Subsidiary, Inc. ("ArTara Sub"). On January 9, 2020 (the "Effective Time"), Merger Sub was merged with and into ArTara Sub, with ArTara Sub surviving as a wholly owned subsidiary of the Issuer. ( 2 )One hundred nineteen (119) of the Option Shares shall vest as of the date of the grant, and the remaining Option Shares shall vest in forty six (46) approximately equal increments of fifty nine (59) whole Option Shares beginning on the first day of the first calendar month following the Date of Grant and then on the first day of each of the next forty five (45) months thereafter (each a "Vesting Date"), if the Reporting Person has remained continuously engaged by the Issuer or any Affiliate through such Vesting Date; provided that, on the last such Vesting Date (being May 1, 2022), all of the Option Shares which had not vested by then (being not less than 64 Option Shares) will vest and become exercisable, and that the vesting of all then unvested Option Shares shall be accelerated upon a Change of Control. ( 3 )Received in the Merger in exchange for a stock option to acquire 15,000 shares of ArTara Sub common stock for $1.75 per share. ( 4 )The Option Shares shall vest in forty eight (48) approximately equal increments of three hundred thirty seven (337) whole Option Shares beginning on the first day of the first calendar month following December 4, 2018, and then on the first day of each of the next forty seven (47) months thereafter (each a "Vesting Date"), if Reporting Person has remained continuously engaged by the Issuer or any Affiliate through such Vesting Date; provided that, on the last such Vesting Date (being December 1, 2022), all of the Option Shares which had not vested by then will vest and become exercisable. ( 5 )Received in the Merger in exchange for a stock option to acquire 85,000 shares of ArTara Sub common stock for $1.75 per share. ( 6 )The Stock Options originally noted on Table II of the Reporting Person's Form 4 filed on 1/13/2020, in the amounts of 9,537 shares and 6,676 shares, respectively, with the expiration date of 12/31/2028, have been combined and reported hereto as one Stock Option, pursuant to the Board's approval on 12/04/2018. ( 7 )1/48th of the shares subject to the option shall vest monthly following April 29, 2019, for so long as the Reporting Person provides continuous service to the Issuer. ( 8 )Received in the Merger in exchange for a stock option to acquire 82,000 shares of ArTara Sub common stock for $1.75 per share.

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