Sec Form 4 Filing - Valor IV Pharma Holdings, LLC @ Harmony Biosciences Holdings, Inc. - 2020-08-21

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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
Valor IV Pharma Holdings, LLC
2. Issuer Name and Ticker or Trading Symbol
Harmony Biosciences Holdings, Inc. [ HRMY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O VALOR EQUITY PARTNERS, 875 NORTH MICHIGAN AVENUE, SUITE 3214
3. Date of Earliest Transaction (MM/DD/YY)
08/21/2020
(Street)
CHICAGO, IL60611
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 08/21/2020 C 12,080,352 A 12,925,688 D ( 2 )
Common Stock 08/21/2020 C 240,668 A 13,166,357 D ( 2 )
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
Series A Preferred Stock ( 1 ) 08/21/2020 C 77,950,712 ( 3 ) ( 1 ) ( 1 ) Common Stock 12,080,352 ( 3 ) $ 0 0 D ( 2 )
Series C Preferred Stock ( 1 ) 08/21/2020 C 1,810,126 ( 4 ) ( 1 ) ( 1 ) Common Stock 240,668 ( 4 ) $ 0 0 D ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Valor IV Pharma Holdings, LLC
C/O VALOR EQUITY PARTNERS
875 NORTH MICHIGAN AVENUE, SUITE 3214
CHICAGO, IL60611
X
Valor Management L.P.
C/O VALOR EQUITY PARTNERS
875 NORTH MICHIGAN AVENUE, SUITE 3214
CHICAGO, IL60611
X
Valor Equity Capital IV LLC
C/O VALOR EQUITY PARTNERS
875 NORTH MICHIGAN AVENUE, SUITE 3214
CHICAGO, IL60611
X
Valor Equity Associates IV L.P.
C/O VALOR EQUITY PARTNERS
875 NORTH MICHIGAN AVENUE, SUITE 3214
CHICAGO, IL60611
X
VALOR EQUITY PARTNERS IV L.P.
C/O VALOR EQUITY PARTNERS
875 NORTH MICHIGAN AVENUE, SUITE 3214
CHICAGO, IL60611
X
VALOR EQUITY PARTNERS IV-A L.P.
C/O VALOR EQUITY PARTNERS
875 NORTH MICHIGAN AVENUE, SUITE 3214
CHICAGO, IL60611
X
VALOR EQUITY PARTNERS IV-B L.P.
C/O VALOR EQUITY PARTNERS
875 NORTH MICHIGAN AVENUE, SUITE 3214
CHICAGO, IL60611
X
Gracias Antonio J.
C/O VALOR EQUITY PARTNERS
875 NORTH MICHIGAN AVENUE, SUITE 3214
CHICAGO, IL60611
X X
Sabater Juan A.
C/O VALOR EQUITY PARTNERS
875 NORTH MICHIGAN AVENUE, SUITE 3214
CHICAGO, IL60611
X X
Signatures
Valor IV Pharma Holdings, LLC, By Valor Equity Associates IV L.P. general partner of its members By Valor Equity Capital IV LLC, its general partner By Valor Management L.P. its managing member By /s/ Stephanie Wisdo Attorney-in-fact for Antonio Gracias 08/25/2020
Signature of Reporting Person Date
Valor Management L.P., By: /s/ Stephanie Wisdo, Attorney-in-fact for Antonio Gracias, Chief Executive Officer 08/25/2020
Signature of Reporting Person Date
Valor Equity Capital IV LLC, By: Valor Management L.P., its managing member, By: /s/ Stephanie Wisdo, Attorney-in-fact for Antonio Gracias, Chief Executive Officer 08/25/2020
Signature of Reporting Person Date
Valor Equity Associates IV L.P., By: Valor Equity Capital IV LLC, its general partner, By: Valor Managemnet L.P., its managing member, By: /s/ Stephanie Wisdo, Attorney-in-fact for Antonio Gracias, Chief Executive Officer 08/25/2020
Signature of Reporting Person Date
Valor Equity Partners IV L.P., By: Valor Equity Associates IV L.P., its general partner, By: Valor Equity Capital IV LLC, its general partner, By: Valor Management L.P., its managing member, By: /s/ Stephanie Wisdo, Attorney-in-fact for Antonio Gracias 08/25/2020
Signature of Reporting Person Date
Valor Equity Partners IV-A L.P., By: Valor Equity Associates IV L.P., its general partner, By: Valor Equity Capital IV LLC, its general partner, By: Valor Management L.P., its managing member, By: /s/ Stephanie Wisdo, Attorney-in-fact for Antonio Gracias 08/25/2020
Signature of Reporting Person Date
Valor Equity Partners IV-B L.P., By: Valor Equity Associates IV L.P., its general partner, By: Valor Equity Capital IV LLC, its general partner, By: Valor Management L.P., its managing member, By: /s/ Stephanie Wisdo, Attorney-in-fact for Antonio Gracias 08/25/2020
Signature of Reporting Person Date
Antonio Gracias, By: /s/ Stephanie Wisdo, Attorney-in-fact for Antonio Gracias 08/25/2020
Signature of Reporting Person Date
Juan A. Sabater, By: /s/ Stephanie Wisdo, Attorney-in-fact for Juan A. Sabater 08/25/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of preffered stock automatically converted on a 8.215-for-1 basis into common stock upon the closing of the Issuer's initial public offering.
( 2 )Antonio Gracias is the Chief Executive Officer of Valor Management L.P. ("Valor Management") and Juan A. Sabater is the President of Valor Management. Valor Management is the managing member of Valor Equity Capital IV LLC, which is the general partner of Valor Equity Associates IV L.P., which, in turn, is the general partner of each of Valor Equity Partners IV L.P., Valor Equity Partners IV-A L.P. and Valor Equity Partners IV-B L.P. (collectively, the "Valor Funds"). The Valor Funds are the sole members of the Valor IV Pharma Holdings, LLC ("Valor"). As such, Messers. Gracias and Sabater may be deemed to beneficially own the shares held by Valor. Each of Messers. Gracias and Sabater disclaims beneficial ownership over the shares described herein except to the extent of their pecuniary interest therein.
( 3 )Includes 2,950,712 shares received upon the payment of an in-kind dividend on the Series A Preferred Stock on August 21, 2020.
( 4 )Includes 23,141 shares received upon the payment of an in-kind dividend on the Series C Preferred Stock on August 21, 2020.

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