Sec Form 4 Filing - Matsuda Masaru @ Arcutis Biotherapeutics, Inc. - 2024-02-13

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
Matsuda Masaru
2. Issuer Name and Ticker or Trading Symbol
Arcutis Biotherapeutics, Inc. [ ARQT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
See Remark
(Last) (First) (Middle)
C/O ARCUTIS BIOTHERAPEUTICS, INC., 3027 TOWNSGATE ROAD, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
02/13/2024
(Street)
WESTLAKE VILLAGE, CA91361
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 02/13/2024 A 74,000 A 148,634 D
Common Stock 02/13/2024 A 17,650 A 166,284 D
Common Stock 02/13/2024 A 27,900 A 194,184 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) $ 22.79 02/13/2024 D 185,000 ( 4 ) 01/03/2032 Common Stock 185,000 ( 1 ) 0 D
Stock Option (right to buy) $ 17.67 02/13/2024 D 35,300 ( 5 ) 03/03/2032 Common Stock 35,300 ( 2 ) 0 D
Stock Option (right to buy) $ 15.82 02/13/2024 D 55,800 ( 6 ) 03/02/2033 Common Stock 55,800 ( 3 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Matsuda Masaru
C/O ARCUTIS BIOTHERAPEUTICS, INC.
3027 TOWNSGATE ROAD, SUITE 300
WESTLAKE VILLAGE, CA91361
See Remark
Signatures
/s/ John W. Smither, as Attorney-in-Fact for Masaru Matsuda 02/15/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On February 13, 2024, the Issuer canceled, pursuant to the Issuer's option exchange program, an option granted to the Reporting Person on January 3, 2022, and received in exchange for the option, these Restricted Stock Units ("RSUs") that vest in eight equal quarterly installments commencing May 1, 2024.
( 2 )On February 13, 2024, the Issuer canceled, pursuant to the Issuer's option exchange program, an option granted to the Reporting Person on March 3, 2022, and received in exchange for the option, these RSUs that vest in eight equal quarterly installments commencing May 1, 2024.
( 3 )On February 13, 2024, the Issuer canceled, pursuant to the Issuer's option exchange program, an option granted to the Reporting Person on March 2, 2023. and received in exchange for the option, these RSUs that vest in twelve equal quarterly installments commencing May 1, 2024.
( 4 )The canceled option vested as to 1/4 of the total shares on January 3, 2023, and then 1/48 of the total shares vest monthly thereafter, with 100% of the total shares vesting on January 3, 2026, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
( 5 )The canceled option vest as to 1/48 of the shares subject to the option vest on each monthly anniversary measured from March 1, 2022 (the "Vesting Commencement Date"), such that 100% of the shares subject to the option will be fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date, subject to the Reporting Person's continued service to the Issuer.
( 6 )The canceled option vest as to 1/48 of the shares subject to the option vest on each monthly anniversary measured from March 1, 2023 (the "Vesting Commencement Date"), such that 100% of the shares subject to the option will be fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date, subject to the Reporting Person's continued service to the Issuer.

Remarks:
Reporting Person's title: Senior Vice President and General Counsel

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