Form 4 Novan, Inc. For: May 04 Filed by: SANDERS MACHELLE
May 6, 2021 4:40 PM EDT
| 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
|
| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Expires: |
December 31, 2014 |
| Estimated average burden |
| hours per response: |
0.5 |
|
|
|
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
*
| C/O NOVAN, INC. |
| 4020 STIRRUP CREEK DRIVE, SUITE 110 |
(Street)
|
2. Issuer Name
and
Ticker or Trading Symbol
Novan, Inc.
[
NOVN
]
|
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)
05/04/2021
|
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 |
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 |
|
Stock Option (Right to Buy)
|
$
1.29
|
05/04/2021 |
|
A |
|
35,000
|
|
|
05/03/2031 |
Common Stock
|
35,000.00
|
$
0
|
35,000
|
D
|
|
| Explanation of Responses: |
|
| Remarks: |
| Exhibit 24 - Substitute Power of Attorney |
|
/s/ John M. Gay, by power of attorney |
05/06/2021 |
|
** 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. |
Exhibit 24
SUBSTITUTE POWER OF ATTORNEY
Under the terms of several powers of attorney previously filed with the U.S. Securities and Exchange Commission (the "Powers of Attorney"), the undersigned, Andrew J. Novak, was appointed attorney-in-fact for the following directors of Novan, Inc. (the "Company") to execute Section 16 filings for and on behalf of such directors and to do and perform any and all acts for and on behalf of such directors which may be necessary or desirable to complete and execute any such Form 3, 4, or 5.
W. Kent Geer
Robert J. Keegan
John Palmour
Machelle Sanders
In accordance with the authority granted under the Powers of Attorney, including the power of substitution, the undersigned hereby appoints each of John M. Gay and James R. Jolley as substitute attorneys-in-fact, on behalf of each of the above-named individuals, each with the power to act without any other and with full power of substitution, to exercise and execute all of the powers granted or conferred in the original Powers of Attorney. This Substitute Power of Attorney shall not revoke the powers granted to the undersigned in any Power of Attorney.
By their signatures as attorneys-in-fact to this Substitute Power of Attorney, John M. Gay and James R. Jolley accept such appointment and agree to assume from the undersigned any and all duties and responsibilities attendant to their capacity as attorneys-in-fact.
Date: May 4, 2021
By: /s/ Andrew J. Novak
Name: Andrew J. Novak
Title: Attorney-in-Fact
WE ACCEPT THIS APPOINTMENT AND SUBSTITUTION:
/s/ John M. Gay
John M. Gay
/s/ James R. Jolley
James R. Jolley
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