Sec Form 4 Filing - KELLERMAN DONALD J @ Zosano Pharma Corp - 2017-05-31

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
KELLERMAN DONALD J
2. Issuer Name and Ticker or Trading Symbol
Zosano Pharma Corp [ ZSAN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
VP, Clinical Dev & Med Affairs
(Last) (First) (Middle)
C/O ZOSANO PHARMA CORPORATION, 34790 ARDENTECH COURT
3. Date of Earliest Transaction (MM/DD/YY)
05/31/2017
(Street)
FREMONT, CA94555
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
Employee Stock Option (right to buy) $ 0.575 ( 1 ) 05/31/2017( 2 ) A 180,000 ( 3 ) ( 4 ) 11/02/2026 Common Stock 180,000 ( 3 ) $ 0 180,000 ( 3 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KELLERMAN DONALD J
C/O ZOSANO PHARMA CORPORATION
34790 ARDENTECH COURT
FREMONT, CA94555
VP, Clinical Dev & Med Affairs
Signatures
/s/ Jeffrey L. Quillen, attorney-in-fact 04/27/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )As a result of a 1-for-20 reverse stock split of the common stock of the Company, which became effective at 5:00 p.m. Eastern Time on January 25, 2018 (the "Reverse Split"), the exercise price has increased from $0.575 per share to $11.50 per share.
( 2 )The option grant was approved by the compensation committee of the Company's board of directors on November 2, 2016, subject to stockholder approval of an amendment to the stock option plan under which the option was granted. The Company's stockholders approved the plan amendment on May 31, 2017.
( 3 )As a result of the Reverse Split, the number of shares of the Company's common stock underlying the stock option has decreased from 180,000 shares to 9,000 shares.
( 4 )25% of the total number of shares underlying the stock option vested on November 2, 2017, and the remaining underlying shares vested or vest in equal monthly installments over the following three-year period, so that all shares shall have vested on November 2, 2020.

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