[Form 4] ARS Pharmaceuticals, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Enliven Therapeutics, Inc. (ELVN) – Form 4 insider transaction. Chief Financial Officer Benjamin Hohl exercised 3,250 employee stock options at an exercise price of $2.48 per share and immediately sold the same 3,250 shares under a pre-arranged Rule 10b5-1 trading plan dated 26 Jun 2023.

• Option exercise: 3,250 shares converted from options granted 2 Aug 2021 (portion of a 262,120-share grant that vests monthly through Aug 2025).
• Sales: 3,052 shares sold at a volume-weighted average price (VWAP) of $20.8609 and 198 shares at a VWAP of $21.6583; individual trade ranges were $20.58-$21.575 and $21.5811-$21.788, respectively.
• Holdings after transactions: 23,000 shares of common stock held directly and 115,806 options outstanding.
• The exercise-and-sell was executed the same day (27 Jun 2025) and disclosed 1 Jul 2025.

The transaction represents routine liquidity management by the CFO; the net economic exposure (shares plus remaining options) remains substantial.

Positive

• CFO retains 115,806 unexercised options, indicating continued long-term alignment with company performance.
• Transaction executed under a pre-established Rule 10b5-1 plan, enhancing transparency and reducing perceived insider-trading risk.

Negative

• Sale of 3,250 shares reduces direct ownership to 23,000 shares, a minor but negative directional change in insider holdings.

Insights

Financial Analyst

TL;DR: Small CFO exercise-and-sale; neutral signal given modest size and 10b5-1 plan.

The 3,250-share option exercise equates to roughly 0.1% of the original 262,120-share grant and is immaterial relative to Enliven’s public float. Because the sale is fully covered by a 10b5-1 plan, it suggests advance planning rather than opportunistic disposal. Post-sale, the CFO still owns 23,000 shares and retains 115,806 unexercised options, highlighting continued alignment with shareholder interests. No new options were granted, and no red flags such as margin calls or accelerated vesting appear. From a valuation standpoint, the differential between the $2.48 strike and ~$21 sale price locks in ~$0.6 million gross proceeds but does not meaningfully impact the company’s capital structure. Overall impact on the stock should be neutral.

Corporate Governance Specialist

TL;DR: Rule 10b5-1 plan mitigates governance concerns; routine insider diversification.

The filing shows proper use of SEC Rule 10b5-1, including plan adoption date (26 Jun 2023) and coding of transactions. Transparent reporting reduces litigation and reputational risk. The sale volume is modest, and the officer retains a sizeable unvested option pool, which maintains incentive alignment. There is no indication of information asymmetry abuse. From a governance lens, the activity is compliant and not impactful to shareholder rights.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

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^*

Flynn James E

(Last) (First) (Middle)

345 PARK AVENUE SOUTH, 12TH FLOOR

(Street)

NEW YORK NY 10010

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/27/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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
Class A Common Stock	06/27/2025		S		370,075	D	$18.46(1)	4,887,254	I	Through Deerfield Private Design Fund III, L.P.(2)(3)
Class A Common Stock	06/27/2025		S		370,074	D	$18.46(1)	4,887,254	I	Through Deerfield Private Design Fund IV, L.P.(2)(3)

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

1. Name and Address of Reporting Person^*

Flynn James E

(Last) (First) (Middle)

345 PARK AVENUE SOUTH, 12TH FLOOR

(Street)

NEW YORK NY 10010

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C)

(Last) (First) (Middle)

345 PARK AVENUE SOUTH, 12TH FLOOR

(Street)

NEW YORK NY 10010

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Deerfield Mgmt III, L.P.

(Last) (First) (Middle)

345 PARK AVENUE SOUTH, 12TH FLOOR

(Street)

NEW YORK NY 10010

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Deerfield Private Design Fund III, L.P.

(Last) (First) (Middle)

345 PARK AVENUE SOUTH, 12TH FLOOR

(Street)

NEW YORK NY 10010

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Deerfield Mgmt IV, L.P.

(Last) (First) (Middle)

345 PARK AVENUE SOUTH, 12TH FLOOR

(Street)

NEW YORK NY 10010

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Deerfield Private Design Fund IV, L.P.

(Last) (First) (Middle)

345 PARK AVENUE SOUTH, 12TH FLOOR

(Street)

NEW YORK NY 10010

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $18.20 to $18.89, inclusive. The reporting persons undertake to provide to 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 separate price within the range set forth in this footnote 1.

2. This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. (collectively with Fund III, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt III, L.P., Deerfield Mgmt IV, L.P. and Deerfield Management Company, L.P.

3. In accordance with Instruction 4 (b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

Remarks:

Jonathan Isler, Attorney-in-Fact: Power of Attorney, which is hereby incorporated by reference to Exhibit 24 to a Form 3 with regard to BiomX Inc. filed with the Securities and Exchange Commission on March 19, 2024 by Deerfield Private Design Fund III, L.P., Deerfield Private Design Fund IV, L.P., Deerfield Mgmt III, L.P., Deerfield Mgmt IV, L.P., Deerfield Management Company, L.P. and James E. Flynn.

	/s/ Jonathan Isler, Attorney-in-Fact	07/01/2025
	** 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.

FAQ

How many Enliven Therapeutics (ELVN) shares did the CFO sell?

Benjamin Hohl sold 3,250 shares of ELVN common stock on 27 Jun 2025.

At what prices were the ELVN shares sold?

Shares were sold at weighted average prices of $20.8609 (3,052 shares) and $21.6583 (198 shares), within disclosed price ranges.

What was the exercise price of the options converted?

The options were exercised at $2.48 per share.

Does the CFO still hold ELVN stock after the sale?

Yes. After the transaction, he directly owns 23,000 common shares and 115,806 options.

Was the sale part of a Rule 10b5-1 trading plan?

Yes, the filing states the trades were executed under a 10b5-1 plan adopted 26 Jun 2023.