12/15/2025 | Press release | Distributed by Public on 12/15/2025 16:58
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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) | $1.44 | 12/11/2025(2) | A | 6,363 | (6) | 12/11/2035 | Common Stock | 6,363 | $ 0 | 6,363 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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BOCHNOWSKI JAMES J C/O JAGUAR HEALTH, INC. 200 PINE ST., STE 400 SAN FRANCISCO, CA 94104 |
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| /s/ James J. Bochnowski | 12/15/2025 | |
| **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) | Granted pursuant to the issuer's 2014 Stock Incentive Plan. |
| (2) | The restricted stock unit and option grants were approved by the issuer's board of directors on December 11, 2025. |
| (3) | Each restricted stock unit represents a contingent right to receive one share of the issuer's voting common stock. The restricted stock units vest on December 11, 2026. Vested shares will be delivered to the reporting on the vesting date provided in the grant notice. |
| (4) | On May 23, 2024, the issuer effected a 60-for-1 reverse stock split of the issued and outstanding shares of its voting common stock (the "2024 Reverse Stock Split"). Upon effectiveness of the 2024 Reverse Stock Split, every 60 shares of voting common stock was automatically converted into one share of voting common stock. |
| (5) | On March 24, 2025, the issuer effected a 25-for-1 reverse stock split of the issued and outstanding shares of its voting common stock (the "2025 Reverse Stock Split"). Upon effectiveness of the 2025 Reverse Stock Split, every 25 shares of voting common stock was automatically converted into one share of voting common stock. |
| (6) | The options will vest ratably on a monthly basis over 12 months from the grant date, so long as the reporting person continues to serve on the board of directors of the issuer. |