SEC Filing - ARS Pharmaceuticals

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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^*

Shawver Laura

(Last)

(First)

(Middle)

C/O ARS PHARMACEUTICALS, INC.

11682 EL CAMINO REAL, SUITE 120

(Street)

SAN DIEGO

92130

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ARS Pharmaceuticals, Inc. [ SPRY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/09/2022

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

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/09/2022		S		43,896⁽¹⁾	D	$4.58⁽²⁾	210,346	D
Common Stock	05/08/2023		M		57,100	A	$1.27	267,446	D
Common Stock	05/08/2023		S⁽³⁾		57,100	D	$6.16⁽⁴⁾	210,346	D
Common Stock	05/09/2023		M		42,900	A	$1.27	253,246	D
Common Stock	05/09/2023		S⁽³⁾		42,900	D	$5.31⁽⁵⁾	210,346	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$1.27	05/08/2023		M			57,100	⁽⁶⁾	04/28/2030	Common Stock	57,100	$0.00	345,897	D
Stock Option (Right to Buy)	$1.27	05/09/2023		M			42,900	⁽⁶⁾	04/28/2030	Common Stock	42,900	$0.00	302,997	D

Explanation of Responses:

1. Represents shares sold to satisfy estimated tax withholding obligations upon the settlement of restricted stock units.

2. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $4.53 to $5.31, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth herein.

3. The sales reported on this Form 4 were sold pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 15, 2022.

4. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $6.00 to $6.44, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth herein.

5. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $5.00 to $5.92, inclusive. The Reporting Person undertakes to provide the the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth herein.

6. Immediately exercisable.

Remarks:

	/s/ Kathleen Scott, Attorney-in-Fact	05/10/2023
	** 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.

LIMITED POWER OF ATTORNEY
FOR SECTION 16(a) FILINGS
Know all by these presents, that the undersigned hereby constitutes and appoints
each of Richard Lowenthal, Kathleen Scott and Justin Chakma, signing
individually, as the undersigned's true and lawful attorney-in fact to:
(1) Execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer, director and/or stockholder of ARS Pharmaceuticals, Inc. (the
"Company"), Forms 3, 4, and 5 and amendments thereto in accordance with Section
16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
and the rules thereunder;
(2) Do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4, or 5,
or amendment thereto and timely file such form with the United States Securities
and Exchange Commission (the "SEC") and any stock exchange or similar authority;
and
(3) Take any other action of any type whatsoever which, in the opinion of any
such attorney-in-fact, may be necessary or desirable in connection with the
foregoing authority, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of
Attorney shall be in such form and shall contain such terms and conditions as
such attorney-in-fact may approve in such attorney-in-facts discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever required,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Limited Power of Attorney and the rights and powers
herein granted.  The undersigned acknowledges that each of the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, is not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Exchange Act.
This Limited Power of Attorney shall remain in full force and effect until the
earlier to occur of (a) undersigned is no longer required to file Forms 3, 4 and
5 with respect to any securities issued by the Company, (b) revocation by the
undersigned in a signed writing delivered to the foregoing attorney-in-fact and
(c) as to any attorney in fact individually until such attorney-in-fact is no
longer  employed by the Company.  This Limited Power of Attorney may be filed
with the SEC as a confirming statement of the authority granted herein.
IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to
be executed as of the 16th day of October, 2022.

/s/ Laura Shawver