08/14/2025 | Press release | Distributed by Public on 08/14/2025 18:31
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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 | ||||||||
| Stock Option (right to buy) | $1.42 | 08/12/2025 | A | 1,073,249 | (2) | 08/12/2035 | Common Stock | 1,073,249 | $ 0 | 1,073,249 | D | ||||
| Stock Option (right to buy) | $3.14 | 08/14/2025 | A | 352,800 | (2) | 08/14/2035 | Common Stock | 352,800 | $ 0 | 352,800 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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KIRSKE DAVID C/O X4 PHARMACEUTICALS INC. 61 N BEACON STREET, 4TH FLOOR BOSTON, MA 02134 |
Chief Financial Officer | |||
| /s/ Brian Bowersox, Attorney-In-Fact | 08/14/2025 | |
| **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) | Represents restricted stock units (RSUs) granted to the Reporting Person. One third of the RSUs shall vest on February 12, 2026, with the remainder vesting in equal installments in each successive quarter thereafter for a period of 12 months, subject to the Reporting Person continuing to provide services through each such date and contingent upon approval of the grant at the Issuer's 2026 Annual Meeting of Stockholders. |
| (2) | One half of the shares subject to the option shall vest on February 12, 2026, with the remainder vesting in equal installments in each successive month thereafter for a period of 12 months, subject to the Reporting Person continuing to provide services through each such date; provided that one half of the shares subject to the option shall vest immediately upon achievement of certain performance-based milestones prior to February 12, 2026. |