Chief Executive Officer Conkling William was granted 27,454 units of Class B Common Stock, increasing direct ownership by 5% to 564,455 units (SEC Form 4)
$RFL
Real Estate
Finance
| 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). | |||||||||||||||||
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Rafael Holdings, Inc. [ RFL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/25/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Class B Common Stock, par value $.01 per share | 03/25/2025 | A | 27,454 | A | (1) | 564,455(2) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 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 | ||||||||
| Employee Stock Option (right to buy) | $3.89 | 03/25/2025 | A | 2,362 | 03/25/2025 | 06/06/2033 | Class B Common Stock | 2,362 | (3) | 2,362 | D | ||||
| Employee Stock Option (right to buy) | $3.63 | 03/25/2025 | A | 5,485 | 03/25/2025 | 06/03/2034 | Class B Common Stock | 5,485 | (4) | 5,485 | D | ||||
| Explanation of Responses: |
| 1. The Reporting Person received these shares in exchange for 77,884 shares of Cyclo Therapeutics, Inc. ("Cyclo") common stock in connection with the business combination between Cyclo and the Issuer (the "Merger") based upon an exchange ratio of 0.3525. |
| 2. Consists of 174,409 shares of stock held directly, 183,094 fully vested shares of Restricted Stock and 206,952 shares of unvested Restricted Stock that vest as follows: 38,983 shares to vest quarterly, June 21, 2025 through September 21, 2025, and 38,986 shares to vest on December 21, 2025; 10,000 shares to vest on each of October 25, 2025, October 25, 2026 and October 25, 2027; and 15,000 shares to vest on each of January 13, 2026, January 13, 2027, January 13, 2028 and January 13, 2029. |
| 3. The Reporting Person received this option to purchase shares of stock in the Merger in exchange for an employee stock option granted to Mr. Conkling on June 6, 2023 to purchase 6,700 shares of Cyclo common stock at an exercise price of $1.37. |
| 4. The Reporting Person received this option to purchase shares of stock in the Merger in exchange for an employee stock option granted to Mr. Conkling on June 3, 2024 to purchase 15,562 shares of Cyclo common stock at an exercise price of $1.28. |
| Joyce J. Mason, by Power of Attorney | 04/24/2025 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||