Edgewise Therapeutics Inc
For the period ended Sep 30, 2024. Filed Nov 7, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2024 · Filed Nov 7, 2024
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Item 5. Other Information
Director and Officer Trading Arrangements
A portion of the compensation of our directors and officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended, or the Exchange Act), is in the form of equity awards and, from time to time, directors and officers engage in open-market transactions with respect to the securities acquired pursuant to such equity awards or other securities of ours, including to satisfy tax withholding obligations when equity awards vest or are exercised, and for diversification or other personal reasons.
Transactions in our securities by directors and officers are required to be made in accordance with our insider trading policy, which requires that the transactions be in accordance with applicable U.S. federal securities laws that prohibit trading while in possession of material nonpublic information. Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables directors and officers to prearrange transactions in our securities in a manner that avoids concerns about initiating transactions while in possession of material nonpublic information.
The following table describes, for the third quarter of 2024, each trading arrangement for the sale or purchase of our securities adopted by our directors and officers that is either (1) a contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), which we refer to as a “Rule 10b5-1 trading arrangement” or (2) a “non-Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K):
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| | | Action Taken | | Type of trading | | Nature of Trading | | Duration of Trading | | Aggregate Number |
| Name (Title) | | (Date of Action) | | Arrangement | | Arrangement | | Arrangement | | of Securities |
| Kevin Koch (Chief Executive Officer & Director) | Adoption (September 30, 2024) | | Rule 10b5-1 trading arrangement | | Sale | | (1) | | (1) | |
| Alan Russell (Chief Scientific Officer & Director) | Adoption (September 30, 2024) | | Rule 10b5-1 trading arrangement | | Sale | | (2) | | (2) | |
| R. Michael Carruthers (Chief Financial Officer) | Adoption (September 27, 2024) | | Rule 10b5-1 trading arrangement | | Sale | | (3) | | (3) | |
| Behrad Derakhshan (Chief Business Officer | Adoption (September 30, 2024) | | Rule 10b5-1 trading arrangement | | Sale | | (4) | | (4) | |
| Joanne Donovan (Chief Medical Officer) | Adoption (September 30, 2024) | | Rule 10b5-1 trading arrangement | | Sale | | (5) | | (5) | |
| John Moore (General Counsel) | Adoption (September 30, 2024) | | Rule 10b5-1 trading arrangement | | Sale | | (6) | | (6) | |
| Marc Semigran (Chief Development Officer) | | Adoption (September 24, 2024) | | Rule 10b5-1 trading arrangement | | Sale | | (7) | | (7) |
(1)This trading plan has a scheduled expiration date of September 30, 2025. The number of shares of our common stock to be sold under the plan is up to 169,241 shares.
(2)This trading plan has a scheduled expiration date of September 30, 2025. The number of shares of our common stock to be sold under the plan is up to 300,000 shares.
(3)This trading plan has a scheduled expiration date of January 31, 2026. The number of shares of our common stock to be sold under the plan is up to 75,000 shares.
(4)This trading plan has a scheduled expiration date of January 5, 2026. The number of shares of our common stock to be sold under the plan is up to 40,000 shares.
(5)This trading plan has a scheduled expiration date of December 31, 2025. The number of shares of our common stock to be sold under the plan is up to 81,735 shares.
(6)This trading plan has a scheduled expiration date of December 31, 2025. The number of shares of our common stock to be sold under the plan is up to 50,000 shares.
(7)This trading plan has a scheduled expiration date of December 31, 2025. The number of shares of our common stock to be sold under the plan is up to 75,000 shares.
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