Sec Form 4 Filing - ENLOE J DAVID JR @ Societal CDMO, Inc. - 2023-01-19

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
ENLOE J DAVID JR
2. Issuer Name and Ticker or Trading Symbol
Societal CDMO, Inc. [ SCTL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O SOCIETAL CDMO, INC., 1 E. UWCHLAN AVE, SUITE 112
3. Date of Earliest Transaction (MM/DD/YY)
01/19/2023
(Street)
EXTON, PA19341
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 01/19/2023 A 151,515 A 649,570 D
Common Stock 01/19/2023 F 56,985( 2 ) D $ 1.35 592,585 D
Common Stock 01/19/2023 A 412,401( 3 ) A $ 0 1,004,986 D
Common Stock 01/20/2023 F 31,046( 4 ) D $ 1.36 973,940 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) $ 1.35 01/19/2023 A 287,374 ( 5 ) 01/19/2033 Common Stock 287,374 $ 0 287,374 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ENLOE J DAVID JR
C/O SOCIETAL CDMO, INC.
1 E. UWCHLAN AVE, SUITE 112
EXTON, PA19341
X Chief Executive Officer
Signatures
/s/ Ryan D. Lake, attorney-in-fact 01/23/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On January 19, 2023, the Compensation Committee of the Board of Directors of the Company determined that performance-vesting criteria were met with regard to 151,515 performance-based restricted stock units granted in a prior year, which were converted into 151,515 shares of common stock on a one-for-one basis.
( 2 )Shares withheld by the Company to satisfy applicable withholding taxes upon vesting of the performance-based restricted stock units.
( 3 )Subject to shareholders approving an increase in the number of authorized shares of common stock at the Company's 2023 annual meeting of shareholders, these restricted stock units will vest in four equal annual installments beginning on January 19, 2024, subject to continued service with the Company.
( 4 )Shares withheld by the Company to satisfy applicable withholding taxes upon vesting of restricted stock units.
( 5 )Subject to shareholders approving an increase in the number of authorized shares of common stock at the Company's 2023 annual meeting of shareholders, the stock option vests in equal monthly installments over 48 months, beginning on February 19, 2023, subject to continued service with the Company.

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