Journey Medical Corporation

04/16/2025 | Press release | Distributed by Public on 04/16/2025 17:08

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Maraoui Claude
2. Issuer Name and Ticker or Trading Symbol
Journey Medical Corp [DERM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President & CEO
(Last) (First) (Middle)
C/O JOURNEY MEDICAL CORPORATION, 9237 E VIA DE VENTURA BLVD., SUITE 105
3. Date of Earliest Transaction (Month/Day/Year)
01/03/2024
(Street)
SCOTTSDALE, AZ 85258
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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, $0.0001 par value 01/03/2024 A 175,000(1) A $ 0 2,178,147(3) D
Common Stock, $0.0001 par value 05/01/2024 A 175,000(2) A $ 0 2,353,147(3) D
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)
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 (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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Maraoui Claude
C/O JOURNEY MEDICAL CORPORATION
9237 E VIA DE VENTURA BLVD., SUITE 105
SCOTTSDALE, AZ 85258
X President & CEO

Signatures

/s/ Ramsey Alloush, attorney-in-fact 04/16/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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) On January 3, 2024, the reporting person was granted 175,000 restricted stock units pursuant to the Issuer's 2015 Stock Plan, as amended, that vested or will vest in accordance with the following schedule: 58,333 shares on July 3, 2024, 58,333 shares on July 3, 2025 and 58,334 shares on July 3, 2026.
(2) On May 1, 2024, the reporting person was granted 175,000 restricted stock units pursuant to the Issuer's 2015 Stock Plan, as amended, that will vest in accordance with the following schedule: 58,333 shares on May 1, 2025, 58,333 shares on May 1, 2026 and 58,334 shares on May 1, 2027.
(3) Includes restricted stock units, which vest over various time periods. Due to administrative error, the above transactions are being reported late. The aggregate amount of securities beneficially owned includes the delinquent transactions plus all transactions reported in Form 4s filed after the date of the delinquent transactions.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.