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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checkbox unchecked Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
checkbox unchecked Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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)
checkbox checked Director checkbox checked 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/19/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
checkbox checked 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 09/19/2024 G(1) 2,675,611.25 D $0 0 I By GRAT
Common Stock 09/19/2024 G(1) 891,870.41 A $0 891,870.41 I By trust(2)
Common Stock 09/19/2024 G(1) 891,870.42 A $0 891,870.42 I By trust(2)
Common Stock 09/19/2024 G(1) 891,870.42 A $0 891,870.42 I By trust(2)
Common Stock 7,851,128 D(3)
Common Stock 3,324,338.75 I By trust(4)
Common Stock 1,481,719 I See footnote(5)
Common Stock 256,634 I See footnote(6)
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. Upon termination of a Grantor Retained Annuity Trust, 2,675,611.25 shares were transferred to trusts for the benefit of the Reporting Person's immediate family members on September 19, 2024.
2. These shares are held in separate trusts for the benefit of the Reporting Person's immediate family members. The Reporting Person's spouse is trustee of each trust. The Reporting Person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
3. The shares are held by Mr. Manning jointly with his spouse.
4. The shares are held directly by The Paul B. Manning Revocable Trust dated May 10, 2000 (the "Trust"). The Reporting Person is the trustee of the Trust and has sole voting and investment power with respect to the shares held by the Trust.
5. The shares are held directly by BKB Growth Investments, LLC ("BKB"). The Reporting Person is a co-manager of the manager of BKB and has shared voting and investment power with respect to the shares held by BKB.
6. The shares are held directly by PBM Capital Investments, LLC ("PBMCI"). The Reporting Person is CEO of PBMCI and has sole voting and investment power with respect to the shares held by PBMCI.
/s/ Mark Ballantyne, Attorney-in-Fact 09/23/2024
** 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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