SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Manning Paul B

(Last) (First) (Middle)
200 GARRETT STREET, SUITE S

(Street)
CHARLOTTESVILLE VA 22902

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Verrica Pharmaceuticals Inc. [ VRCA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/12/2018
4. If Amendment, Date of 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
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 11/12/2018 P 5,150 A $13.17(1) 7,992,933 D(2)
Common Stock 11/12/2018 P 5,150 A $13.17(1) 1,265,394 I See Footnote(3)
Common Stock 11/12/2018 P 9,950 A $13.96(4) 8,002,883 D(5)
Common Stock 11/12/2018 P 9,950 A $13.96(4) 1,275,344 I See Footnote(3)
Common Stock 11/13/2018 P 10,527 A $14.08(6) 8,013,410 D(7)
Common Stock 11/13/2018 P 10,527 A $14.08(6) 1,285,871 I See Footnote(3)
Common Stock 11/13/2018 P 9,418 A $14.94(8) 8,022,828 D(9)
Common Stock 11/13/2018 P 9,418 A $14.94(8) 1,295,289 I See Footnote(3)
Common Stock 11/13/2018 P 55 A $15.6(10) 8,022,883 D(11)
Common Stock 11/13/2018 P 55 A $15.6(10) 1,295,344 I See Footnote(3)
Common Stock 256,634 I See Footnote(12)
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 Securities Underlying Derivative Security (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: 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
Explanation of Responses:
1. This transaction was executed in multiple trades at prices ranging from $12.615 to $13.60, inclusive. The price reported in Column 4 is a weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transactions were effected.
2. Consists of 7,754,783 shares of common stock held by Mr. Manning and 238,150 shares of common stock held by Mr. Manning jointly with his spouse.
3. The shares are held directly by BKB Growth Investments, LLC ("BKB"). The Reporting Person is a co-manager of BKB and has sole voting and investment power with respect to the shares held by BKB.
4. This transaction was executed in multiple trades at prices ranging from $13.70 to $14.31, inclusive. The price reported in Column 4 is a weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transactions were effected.
5. Consists of 7,754,783 shares of common stock held by Mr. Manning and 248,100 shares of common stock held by Mr. Manning jointly with his spouse.
6. This transaction was executed in multiple trades at prices ranging from $13.50 to $14.47, inclusive. The price reported in Column 4 is a weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transactions were effected.
7. Consists of 7,754,783 shares of common stock held by Mr. Manning and 258,627 shares of common stock held by Mr. Manning jointly with his spouse.
8. This transaction was executed in multiple trades at prices ranging from $14.50 to $15.36, inclusive. The price reported in Column 4 is a weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transactions were effected.
9. Consists of 7,754,783 shares of common stock held by Mr. Manning and 268,045 shares of common stock held by Mr. Manning jointly with his spouse.
10. This transaction was executed in multiple trades at prices ranging from $15.55 to $15.60, inclusive. The price reported in Column 4 is a weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transactions were effected.
11. Consists of 7,754,783 shares of common stock held by Mr. Manning and 268,100 shares of common stock held by Mr. Manning jointly with his spouse.
12. The shares are held directly by PBM Capital Investments, LLC ("PBMCI"). The Reporting Person is President and CEO of PBMCI and has sole voting and investment power with respect to the shares held by PBMCI.
Remarks:
/s/ Mark Ballantyne, Attorney-in-Fact 11/14/2018
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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