Sec Form 4 Filing - Holsinger Leslie @ Cortexyme, Inc. - 2020-12-11

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
Holsinger Leslie
2. Issuer Name and Ticker or Trading Symbol
Cortexyme, Inc. [ CRTX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Executive Vice President
(Last) (First) (Middle)
C/O CORTEXYME, INC., 269 EAST GRAND AVE.
3. Date of Earliest Transaction (MM/DD/YY)
12/11/2020
(Street)
SOUTH SAN FRANCISCO, CA94080
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 12/14/2020 M 40,000 A $ 0.27 43,500 D
Common Stock 12/14/2020 S( 1 ) 1,700 D $ 28.8 41,800 D
Common Stock 12/14/2020 S( 1 ) 14,275 D $ 30.15 27,525 D
Common Stock 12/14/2020 S( 1 ) 13,200 D $ 30.91 14,325 D
Common Stock 12/14/2020 S( 1 ) 9,525 D $ 31.79 1,800 D
Common Stock 12/14/2020 S( 1 ) 400 D $ 32.585 4,400 D
Common Stock 12/14/2020 S( 1 ) 900 D $ 32.59 3,500 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) $ 29.6 12/11/2020 A 100,000 ( 2 ) 12/10/2030 Common Stock 100,000 $ 0 100,000 D
Stock Option (Right to Buy) $ 29.6 12/11/2020 A 100,000 ( 3 ) 12/10/2030 Common Stock 100,000 $ 0 100,000 D
Stock Option (Right to Buy) $ 0.27 12/14/2020 M 40,000 ( 4 ) 05/09/2026 Common Stock 40,000 $ 0 66,794 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Holsinger Leslie
C/O CORTEXYME, INC.
269 EAST GRAND AVE.
SOUTH SAN FRANCISCO, CA94080
Executive Vice President
Signatures
/s/ Caryn Gordon McDowell, as Attorney-in-Fact for Leslie Holsinger 12/15/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 29, 2020.
( 2 )The shares subject to the option vest in 48 equal monthly installments from the vesting commencement date, subject to the grantee's continuous service to the Issuer on each such date.
( 3 )50% of the shares will vest on March 31, 2023 provided that the Issuer's Compensation Committee has determined that Performance Condition No. 1 (as defined below) has been met, and 50% of the shares will vest on March 31, 2024 provided that the Issuer's Compensation Committee has determined that Performance Condition No. 2 (as defined below) has been met; provided further that, in each case, the grantee will have been continuously a service provider from the date of grant through each such vesting date. Performance Condition No. 1 means that the average closing price per share of the Issuer's common stock in any 45 consecutive trading day period prior to March 15, 2023 has exceeded $135 per share. Performance Condition No. 2 means that the average closing price per share of the Issuer's common stock in any 45 consecutive trading day period prior to March 15, 2024 has exceeded $170 per share.
( 4 )The option vested at the rate of 25% of the shares on April 4, 2017, and the remaining 75% of shares vested in equal monthly installments beginning on May 4, 2017 until all the shares were fully vested on April 4, 2020.

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