01/27/2026 | Press release | Distributed by Public on 01/27/2026 16:23
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
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 (Month/Day/Year) |
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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Automatic Stock Option Grant(3) | $6.79 | 01/23/2026 | A | 26,684 | (4) | 01/23/2036 | Common Stock | 26,684 | $ 0 | 26,684 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Milne Jill C. 4505 EMPEROR BLVD SUITE 200 DURHAM, NC 27703 |
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| /s/ Alane P. Barnes, by power of attorney | 01/27/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Received in exchange for 4,377 shares of Astria Therapeutics, Inc. ("Astria") common stock in connection with a merger (the "Merger"), pursuant to which Astria became a wholly owned subsidiary of BioCryst Pharmaceuticals, Inc. ("BioCryst"). Pursuant to the Merger, each share of Astria common stock (subject to certain inapplicable exceptions) was converted into the right to receive (i) 0.59 of a share of common stock of BioCryst and, if applicable, cash in lieu of fractional shares, and (ii) $8.55 in cash, without interest, subject to applicable withholding taxes. On the last trading day before the effective date of the Merger, the closing price of Astria's common stock was $12.58 per share, and the closing price of BioCryst's common stock was $6.75 per share. |
| (2) | Automatic non-employee director grant of restricted stock units pursuant to the BioCryst Non-Employee Director Compensation Policy, as amended (the "Director Compensation Policy"), which will vest in three equal annual installments beginning on the twelve-month anniversary of the date of grant. |
| (3) | Automatic non-employee director grant of stock options pursuant to the Director Compensation Policy. |
| (4) | The option grant vests 1/36 per month over a 3-year period measured from the date of grant. |