United Therapeutics Corporation

11/27/2024 | Press release | Distributed by Public on 11/27/2024 05:45

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
BENKOWITZ MICHAEL
2. Issuer Name and Ticker or Trading Symbol
UNITED THERAPEUTICS Corp [UTHR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
PRESIDENT AND COO
(Last) (First) (Middle)
C/O UNITED THERAPEUTICS CORPORATION, 1000 SPRING STREET
3. Date of Earliest Transaction (Month/Day/Year)
11/25/2024
(Street)
SILVER SPRING, MD 20910
4. If Amendment, Date 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
(City) (State) (Zip)
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 11/25/2024 M(1) 7,500 A $102.11 7,500 I By Trust(2)
Common Stock 11/25/2024 S(1) 398 D $368.7601(3) 7,102 I By Trust(2)
Common Stock 11/25/2024 S(1) 500 D $369.458(4) 6,602 I By Trust(2)
Common Stock 11/25/2024 S(1) 300 D $371.152(5) 6,302 I By Trust(2)
Common Stock 11/25/2024 S(1) 1,455 D $372.1963(6) 4,847 I By Trust(2)
Common Stock 11/25/2024 S(1) 3,208 D $373.166(7) 1,639 I By Trust(2)
Common Stock 11/25/2024 S(1) 1,116 D $374.1499(8) 523 I By Trust(2)
Common Stock 11/25/2024 S(1) 423 D $375.0735(9) 100 I By Trust(2)
Common Stock 11/25/2024 S(1) 100 D $376.18 0 I By Trust(2)
Common Stock 11/25/2024 M(1) 2,500 A $111 2,500 I By Trust(10)
Common Stock 11/25/2024 S(1) 284 D $368.838(11) 2,216 I By Trust(10)
Common Stock 11/25/2024 S(1) 532 D $372.0918(12) 1,684 I By Trust(10)
Common Stock 11/25/2024 S(1) 1,082 D $373.3858(13) 602 I By Trust(10)
Common Stock 11/25/2024 S(1) 402 D $374.3507(14) 200 I By Trust(10)
Common Stock 11/25/2024 S(1) 200 D $375.115(15) 0 I By Trust(10)
Common Stock 2,577 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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 $102.11 11/25/2024 M(1) 7,500 06/24/2017 06/24/2026 Common Stock 7,500 $ 0 12,000 I By Trust(2)
Stock Options $111 11/25/2024 M(1) 2,500 03/15/2019 03/15/2028 Common Stock 2,500 $ 0 37,000 I By Trust(10)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BENKOWITZ MICHAEL
C/O UNITED THERAPEUTICS CORPORATION
1000 SPRING STREET
SILVER SPRING, MD 20910
PRESIDENT AND COO

Signatures

/s/ John S. Hess, Jr. under Power of Attorney 11/27/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) This exercise of stock options and subsequent sale of shares was pursuant to a Rule 10b5-1 trading plan entered into by the reporting person on August 7, 2024.
(2) Reflects the exercise of options, and sale of the resulting shares of common stock, held in a trust beneficially owned by the Reporting Person, of which the Reporting Person is a beneficiary, and as to which the Reporting Person and his spouse are co-trustees and have shared investment and voting power.
(3) This transaction was executed in multiple trades at prices ranging from $368.24 to $369.09. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
(4) This transaction was executed in multiple trades at prices ranging from $369.26 to $369.73. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
(5) This transaction was executed in multiple trades at prices ranging from $370.68 to $371.50. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
(6) This transaction was executed in multiple trades at prices ranging from $371.72 to $372.67. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
(7) This transaction was executed in multiple trades at prices ranging from $372.73 to $373.63. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
(8) This transaction was executed in multiple trades at prices ranging from $373.81 to $374.72. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
(9) This transaction was executed in multiple trades at prices ranging from $375.01 to $375.18. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
(10) Reflects the exercise of options, and sale of the resulting shares of common stock, held in a trust beneficially owned by the Reporting Person, of which the Reporting Person's family members are beneficiaries, and as to which the Reporting Person has sole investment and voting power.
(11) This transaction was executed in multiple trades at prices ranging from $368.50 to $369.26. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
(12) This transaction was executed in multiple trades at prices ranging from $371.70 to $372.43. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
(13) This transaction was executed in multiple trades at prices ranging from $372.93 to $373.68. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
(14) This transaction was executed in multiple trades at prices ranging from $374.00 to $374.99. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
(15) This transaction was executed in multiple trades at prices ranging from $375.05 to $375.18. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.