Sec Form 4 Filing - Domzalski David @ Menlo Therapeutics Inc. - 2020-03-09

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
Domzalski David
2. Issuer Name and Ticker or Trading Symbol
Menlo Therapeutics Inc. [ MNLO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President and CEO
(Last) (First) (Middle)
200 CARDINAL WAY, 2ND FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
03/09/2020
(Street)
REDWOOD CITY, CA94063
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 03/09/2020 A 53,850 A 53,850 D
Common Stock 03/09/2020 A 138,102 ( 2 ) A 191,952 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 Options $ 13.48 03/09/2020 A 11,107 03/09/2020 06/09/2024 Common Stock 11,107 ( 1 ) 11,107 D
Stock Options $ 12.06 03/09/2020 A 140,286 03/09/2020 11/10/2025 Common Stock 140,286 ( 1 ) 140,286 D
Stock Options $ 10.2 03/09/2020 A 35,544 ( 3 ) 03/01/2026 Common Stock 35,544 ( 1 ) 35,544 D
Stock Options $ 17.25 03/09/2020 A 42,278 ( 4 ) 01/01/2027 Common Stock 42,278 ( 1 ) 42,278 D
Stock Options $ 9.73 03/09/2020 A 194,141 ( 5 ) 08/08/2027 Common Stock 194,141 ( 1 ) 194,141 D
Stock Options $ 8.55 03/09/2020 A 41,578 ( 6 ) 02/27/2028 Common Stock 41,578 ( 1 ) 41,578 D
Stock Options $ 6.37 03/09/2020 A 101,296 ( 7 ) 01/01/2029 Common Stock 101,296 ( 1 ) 101,296 D
Stock Options $ 6.81 03/09/2020 A 142,716 ( 8 ) 02/24/2030 Common Stock 142,716 ( 1 ) 142,716 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Domzalski David
200 CARDINAL WAY, 2ND FLOOR
REDWOOD CITY, CA94063
X President and CEO
Signatures
/s/ Mutya Harsch, attorney-in-fact for David Domzalski 03/11/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Received in or in connection with the merger of Foamix Pharmaceuticals Ltd. ("Foamix"), and Giants Merger Subsidiary Ltd., a direct, wholly owned subsidiary of Menlo Therapeutics Inc. ("Menlo"), in exchange for Foamix equity securities, as further described in the Form 4 filed by the Reporting Person on the date hereof in respect of the Reporting Person's interests in Foamix equity securities. The Reporting Person also received certain contingent stock rights which are subject to the terms and conditions of the contingent stock rights agreement, dated as of March 9, 2020, by and between American Stock Transfer & Trust Company, LLC and Menlo, or related contractual interests, either of which may entitle the Reporting Person to certain additional Menlo equity securities or the adjustment of certain Menlo equity securities, all as further described in that Current Report on Form 8-K filed by Menlo with the Securities and Exchange Commission on March 9, 2020.
( 2 )Represents restricted stock unit awards, each of which by its terms represents a contingent right to receive one share of common stock of Menlo.
( 3 )The ordinary shares underlying this option vest over a period of four years (25% on March 1, 2017 and 6.25% every three months thereafter) ending March 31, 2020.
( 4 )The ordinary shares underlying this option vest over a period of four years (25% on January 1, 2018 and 6.25% every three months thereafter) ending March 31, 2021.
( 5 )The ordinary shares underlying this option vest over a period of four years (25% on August 8, 2018 and 6.25% every three months thereafter) ending September 30, 2021.
( 6 )The ordinary shares underlying this option vest over a period of four years (25% on February 27, 2019 and 6.25% every three months thereafter) ending March 31, 2022.
( 7 )The ordinary shares underlying this option vest over a period of four years (25% on March 31, 2020 and 6.25% every three months thereafter) ending March 31, 2023.
( 8 )The ordinary shares underlying this option vest over a period of four years (25% on March 31, 2021 and 6.25% every three months thereafter) ending March 31, 2024.

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