SEC Form 4 filed by PRESIDENT AND COO Benkowitz Michael
$UTHR
Biotechnology: Pharmaceutical Preparations
Health Care
| 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
UNITED THERAPEUTICS Corp [ UTHR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/15/2023 | ||||||||||||||||||||||||||
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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 | ||||||
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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 | ||||||||
| Stock Options(1) | $217.5 | 03/15/2023 | A | 99,720 | 03/15/2026 | 03/15/2033 | Common Stock | 99,720 | $0.00 | 99,720 | D | ||||
| Restricted Stock Units(2) | $0.00(3) | 03/15/2023 | A | 15,592 | 03/15/2026 | (4) | Common Stock | 15,592 | $0.00 | 15,592 | D | ||||
| Restricted Stock Units(5) | $0.00(3) | 03/15/2023 | A | 17,790 | 03/15/2026 | (4) | Common Stock | 17,790 | $0.00 | 17,790 | D | ||||
| Explanation of Responses: |
| 1. These performance-based stock options were initially awarded on March 15, 2023, subject to a three-year performance condition tied to average cash profit margin during 2023-2025, which was determined on February 25, 2026. The number of stock options reported represents the number of options earned based on performance, all of which will vest on March 15, 2026. |
| 2. These performance-based restricted stock units were initially awarded on March 15, 2023, subject to a three-year performance condition tied to average revenue growth during 2023-2025, which was determined on February 25, 2026. The number of restricted stock units reported represents the number of restricted stock units earned based on performance, all of which will vest on March 15, 2026. |
| 3. Each restricted stock unit represents the right to receive, following vesting, one share of United Therapeutics Corporation common stock. |
| 4. Not applicable as restricted stock units do not have an expiration date. |
| 5. These performance-based restricted stock units were initially awarded on March 15, 2023, subject to a three-year performance condition tied to clinical development performance during 2023-2025, which was determined on January 20, 2026. The number of restricted stock units reported represents the number of restricted stock units earned based on performance, all of which will vest on March 15, 2026. |
| Remarks: |
| /s/ John S. Hess, Jr. under Power of Attorney | 02/26/2026 | |
| ** 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. | ||