11/12/2026 | Press release | Distributed by Public on 11/12/2026 17:03
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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 | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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BEN-MAIMON CAROLE C/O LARIMAR THERAPEUTICS, INC. THREE BALA PLAZA EAST, SUITE 506 BALA CYNWYD, PA 19004 |
X | President and CEO | ||
| /s/ Jennifer Johansson, Attorney-in-fact | 11/12/2026 | |
| **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) | Each share is represented by a restricted stock unit ("RSU"). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock upon settlement. |
| (2) | The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.765 to $2.77, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth herein. |
| (3) | Represents shares held by the Irrevocable Deed of Trust of Carole S. Ben-Maimon for the Benefit of Meadow Lainey Ben-Maimon ("Meadow Trust"), of which the Reporting Person serves as trustee. The Reporting Person disclaims Section 16 beneficial ownership of the shares held by the Meadow Trust except to the extent of her pecuniary interest therein, if any, and this report shall not be deemed to be an admission that she has beneficial ownership of such shares for Section 16 or any other purpose. |
| (4) | Represents shares held by the Irrevocable Deed of Trust of Carole S. Ben-Maimon for the Benefit of Olivia Liat Stein ("Olivia Trust"), of which the Reporting Person serves as trustee. The Reporting Person disclaims Section 16 beneficial ownership of the shares held by the Olivia Trust except to the extent of her pecuniary interest therein, if any, and this report shall not be deemed to be an admission that she has beneficial ownership of such shares for Section 16 or any other purpose. |
| (5) | Represents shares held by the Irrevocable Deed of Trust of Carole S. Ben-Maimon for the Benefit of Ella Bar Stein ("Ella Trust"), of which the Reporting Person serves as trustee. The Reporting Person disclaims Section 16 beneficial ownership of the shares held by the Ella Trust except to the extent of her pecuniary interest therein, if any, and this report shall not be deemed to be an admission that she has beneficial ownership of such shares for Section 16 or any other purpose. |
| (6) | Represents shares held by the Irrevocable Deed of Trust of Carole S. Ben-Maimon for the Benefit of Romi Aleeza Stein ("Romi Trust"), of which the Reporting Person serves as trustee. The Reporting Person disclaims Section 16 beneficial ownership of the shares held by the Romi Trust except to the extent of her pecuniary interest therein, if any, and this report shall not be deemed to be an admission that she has beneficial ownership of such shares for Section 16 or any other purpose. |
| (7) | Represents shares held by the Irrevocable Deed of Trust of Carole S. Ben-Maimon for the Benefit of Matzi Mark Ben-Maimon ("Matzi Trust"), of which the Reporting Person serves as trustee. The Reporting Person disclaims Section 16 beneficial ownership of the shares held by the Matzi Trust except to the extent of her pecuniary interest therein, if any, and this report shall not be deemed to be an admission that she has beneficial ownership of such shares for Section 16 or any other purpose. |