Apnimed, Inc. (APMD) director reports major equity reclassification and option changes
Rhea-AI Filing Summary
Apnimed, Inc. director Lawrence G. Miller reported a series of equity reclassification and option-related transactions dated August 3, 2026. A key step was the conversion of 10,845 shares of Series A Preferred Stock into an equal number of shares of Class A Common Stock, then into Common Stock, in connection with the issuer’s initial public offering and a one-for-one reclassification of Class A Common Stock into Common Stock pursuant to Rule 16b-7 and Rule 16b-3.
Miller also reported multiple paired transactions in which stock options and shares labeled as Class A Common Stock (and trust-held Class A Common Stock) were disposed of and corresponding options or shares labeled as Common Stock were acquired in identical amounts, at exercise prices ranging from $1.00 to $8.88 per share, with various vesting schedules. Footnotes state that 100% of the shares subject to certain options are fully vested, and others vest over 24–48 months of continuous service. Several positions are held indirectly through irrevocable family trusts, and Miller disclaims beneficial ownership except to the extent of any pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Buyer: 10,845 shares
Net Buy
30 txns
Insider
Miller Lawrence G.
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Series A Preferred Stock F1, F3, F2 | 10,845 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to Buy) F1, F4 | 688,042 | $0.00 | $0.00 |
| Grant/Award | Stock Option (Right to Buy) F1, F4 | 688,042 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to Buy) F1, F4 | 98,843 | $0.00 | $0.00 |
| Grant/Award | Stock Option (Right to Buy) F1, F4 | 98,843 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to Buy) F1, F4 | 302,541 | $0.00 | $0.00 |
| Grant/Award | Stock Option (Right to Buy) F1, F4 | 302,541 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to Buy) F1, F4 | 333,580 | $0.00 | $0.00 |
| Grant/Award | Stock Option (Right to Buy) F1, F4 | 333,580 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to Buy) F1, F5 | 333,580 | $0.00 | $0.00 |
| Grant/Award | Stock Option (Right to Buy) F1, F5 | 333,580 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to Buy) F1, F6 | 333,580 | $0.00 | $0.00 |
| Grant/Award | Stock Option (Right to Buy) F1, F6 | 333,580 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to Buy) F1, F4 | 59,303 | $0.00 | $0.00 |
| Grant/Award | Stock Option (Right to Buy) F1, F4 | 59,303 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to Buy) F1, F7 | 25,574 | $0.00 | $0.00 |
| Grant/Award | Stock Option (Right to Buy) F1, F7 | 25,574 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to Buy) F1, F8 | 74,128 | $0.00 | $0.00 |
| Grant/Award | Stock Option (Right to Buy) F1, F8 | 74,128 | $0.00 | $0.00 |
| Disposition | Class A Common Stock F1, F2 | 92,431 | -- | -- |
| Grant/Award | Common Stock F1, F2 | 92,431 | -- | -- |
| Conversion | Common Stock F3, F2 | 10,845 | -- | -- |
| Disposition | Class A Common Stock F1, F2 | 88,954 | -- | -- |
| Grant/Award | Common Stock F1, F2 | 88,954 | -- | -- |
| Disposition | Class A Common Stock F1, F2 | 88,954 | -- | -- |
| Grant/Award | Common Stock F1, F2 | 88,954 | -- | -- |
| Disposition | Class A Common Stock F1, F2 | 88,954 | -- | -- |
| Grant/Award | Common Stock F1, F2 | 88,954 | -- | -- |
| Disposition | Class A Common Stock F1, F2 | 88,954 | -- | -- |
| Grant/Award | Common Stock F1, F2 | 88,954 | -- | -- |
Holdings After Transaction:
Series A Preferred Stock — 0 shares (Indirect, By Lawrence G. Miller Irrevocable Family Trust);
Stock Option (Right to Buy) — 2,249,171 shares (Direct);
Class A Common Stock — 0 shares (Indirect, By Lawrence G. Miller Irrevocable Family Trust);
Common Stock — 103,276 shares (Indirect, By Lawrence G. Miller Irrevocable Family Trust);
Class A Common Stock — 0 shares (Indirect, By Kathleen W. Miller Irrevocable Trust);
Common Stock — 88,954 shares (Indirect, By Kathleen W. Miller Irrevocable Trust);
Class A Common Stock — 0 shares (Indirect, By James S. Miller Irrevocable Trust);
Common Stock — 88,954 shares (Indirect, By James S. Miller Irrevocable Trust);
Class A Common Stock — 0 shares (Indirect, By David G. Miller Irrevocable Trust);
Common Stock — 88,954 shares (Indirect, By David G. Miller Irrevocable Trust);
Class A Common Stock — 0 shares (Indirect, By Ellen K. Williams Irrevocable Family Trust);
Common Stock — 88,954 shares (Indirect, By Ellen K. Williams Irrevocable Family Trust)
Footnotes (8)
- F1. Pursuant to a reclassification exempt under Rule 16b-7 and Rule 16b-3, each share of Class A Common Stock was reclassified into one share of Common Stock.
- F2. The Reporting Person disclaims beneficial ownership of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.
- F3. Immediately prior to the Issuer's initial public offering, each share of Series A Preferred Stock automatically converted on a one-for-one basis into shares of the Issuer's Class A Common Stock. The Series A Preferred Stock has no expiration date.
- F4. 100% of the shares subject to the option are fully vested.
- F5. 25% of the shares subject to such option vest and become exercisable when the Reporting Person completes twelve months of continuous service after December 22, 2022, and the remainder of the shares vest and become exercisable in substantially equal quarterly installments for a period of 36 months thereafter, subject to the Reporting Person's continuous service to the Issuer on each such date.
- F6. 25% of the shares subject to such option vest and become exercisable when the Reporting Person completes twelve months of continuous service after December 21, 2023, and the remainder of the shares vest and become exercisable in substantially equal quarterly installments for a period of 36 months thereafter, subject to the Reporting Person's continuous service to the Issuer on each such date.
- F7. 25% of the shares subject to such option vest and become exercisable when the Reporting Person completes twelve months of continuous service after September 17, 2025, and the remainder of the shares vest and become exercisable in substantially equal quarterly installments for a period of 36 months thereafter, subject to the Reporting Person's continuous service to the Issuer on each such date.
- F8. The shares subject to such option vest and become exercisable in substantially equal monthly installments for a period of 24 months after June 1, 2026, subject to the Reporting Person's continuous service to the Issuer on each such date.
Key Figures
Series A Preferred converted: 10,845 shares
Option block at $1.00: 688,042 shares
Option block at $1.06: 302,541 shares
+5 more
8 metrics
Series A Preferred converted
10,845 shares
Converted into Class A Common Stock, then Common Stock, around the initial public offering
Option block at $1.00
688,042 shares
Stock Option (Right to Buy) with $1.0000 exercise price and 2029-01-29 expiration
Option block at $1.06
302,541 shares
Stock Option (Right to Buy) with $1.0600 exercise price and 2030-03-31 expiration
Option block at $2.74
333,580 shares
Stock Option (Right to Buy) with $2.7400 exercise price and 2032-06-14 expiration
Option block at $4.00
333,580 shares
Stock Option (Right to Buy) with $4.0000 exercise price and 2032-12-22 expiration
Option block at $4.87
333,580 shares
Stock Option (Right to Buy) with $4.8700 exercise price and 2034-03-13 expiration
Option block at $8.88
59,303 shares
Stock Option (Right to Buy) with $8.8800 exercise price and 2035-07-14 expiration
Fully vested options noted
100% vested
Footnote indicates 100% of the shares subject to certain options are fully vested
Key Terms
Rule 16b-7, Rule 16b-3, Series A Preferred Stock, pecuniary interest, +1 more
5 terms
Rule 16b-7 regulatory
"Pursuant to a reclassification exempt under Rule 16b-7 and Rule 16b-3"
A U.S. Securities and Exchange Commission safe-harbor rule that shields corporate insiders (officers, directors and large shareholders) from automatic short-swing profit claims when they buy or sell their company’s stock under a pre-approved, written plan that follows specific timing and nondiscretionary rules. For investors, the rule matters because it distinguishes routine, formula-driven insider transactions from opportunistic trades that could trigger automatic profit recoveries—think of it as an approved autopilot for insider trading that reduces legal uncertainty when the plan’s conditions are met.
Rule 16b-3 regulatory
"Pursuant to a reclassification exempt under Rule 16b-7 and Rule 16b-3"
Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.
Series A Preferred Stock financial
"each share of Series A Preferred Stock automatically converted on a one-for-one basis"
Series A preferred stock is a type of ownership share in a company that gives investors certain advantages, such as priority in receiving profits or getting their money back if the company is sold or goes bankrupt. It is often issued during early funding stages to attract investors by offering more security than common shares. This stock matters to investors because it provides a safer way to invest while still holding potential for future gains.
pecuniary interest financial
"except to the extent of his pecuniary interest therein, if any"
irrevocable trust financial
"By Lawrence G. Miller Irrevocable Family Trust"
An irrevocable trust is a legal arrangement where an owner transfers assets into a separate entity managed by a trustee and gives up the power to modify or reclaim those assets. For investors it matters because putting stock or other holdings into such a trust can change who controls and benefits from the assets, affect taxes and creditor protection, and influence how easy it is to sell or value those holdings—like placing valuables in a locked safe overseen by someone else.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did Apnimed (APMD) director Lawrence G. Miller report on this Form 4?
Miller reported reclassification and conversion transactions on August 3, 2026, including changes from Class A Common Stock to Common Stock and a conversion of Series A Preferred Stock, plus matched option dispositions and grants with unchanged share counts and terms.
Were the Apnimed (APMD) transactions simple sales or part of a restructuring?
The filing describes a reclassification and conversion under Rule 16b-7 and Rule 16b-3, with paired dispositions and acquisitions of the same share amounts, indicating changes in security labels and structure rather than stand-alone market purchases or sales.
What stock option terms did Miller report for Apnimed (APMD)?
Miller reported options over share blocks such as 688,042 and 333,580 shares with exercise prices including $1.00, $1.06, $2.74, $4.00, $4.87, $8.15, and $8.88 per share, some fully vested and others vesting over multi-year schedules.
Was a Rule 10b5-1 trading plan involved in Miller’s Apnimed (APMD) Form 4?
The Form 4 indicates the Rule 10b5-1 checkbox is not selected, and no footnote states that the reported transactions were executed pursuant to a Rule 10b5-1 or similar pre-arranged trading plan.