SEC Filing – Protara Therapeutics, Inc.

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person^*

Fry Hannah

(Last)

(First)

(Middle)

C/O PROTARA THERAPEUTICS, INC.

345 PARK AVENUE SOUTH, 3RD FLOOR

(Street)

NEW YORK

10010

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/16/2022

3. Issuer Name and Ticker or Trading Symbol
Protara Therapeutics, Inc. [ TARA ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,600⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽²⁾	04/30/2030	Common Stock	2,600	24.02	D
Stock Option (right to buy)	⁽³⁾	08/06/2030	Common Stock	500	26.32	D
Stock Option (right to buy)	⁽⁴⁾	10/29/2030	Common Stock	500	17.94	D
Stock Option (right to buy)	⁽⁵⁾	01/18/2031	Common Stock	3,250	19.82	D
Stock Option (right to buy)	⁽⁶⁾	09/30/2031	Common Stock	2,500	6.95	D
Stock Option (right to buy)	⁽⁷⁾	01/02/2032	Common Stock	5,300	6.9	D

Explanation of Responses:

1. The shares reported are issued pursuant to a restricted stock unit (RSU) award, of which each RSU represents a contingent right to receive one share of Issuer's common stock. The RSUs vest in equal one-third installments on the first, second, and third anniversaries of January 3, 2022.

2. 25% of the shares vest on the one year anniversary of May 1, 2020 and 1/48th of the shares vest monthly thereafter over the next three years, subject to the Reporting Person's continuous service with the Issuer as of each such date.

3. 25% of the shares vest on the one year anniversary of August 7, 2020 and 1/48th of the shares vest monthly thereafter over the next three years, subject to the Reporting Person's continuous service with the Issuer as of each such date.

4. 25% of the shares vest on the one year anniversary of October 30, 2020 and 1/48th of the shares vest monthly thereafter over the next three years, subject to the Reporting Person's continuous service with the Issuer as of each such date.

5. 25% of the shares vest on the one year anniversary of January 19, 2021 and 1/48th of the shares vest monthly thereafter over the next three years, subject to the Reporting Person's continuous service with the Issuer as of each such date.

6. 25% of the shares vest on the one year anniversary of October 1, 2021 and 1/48th of the shares vest monthly thereafter over the next three years, subject to the Reporting Person's continuous service with the Issuer as of each such date.

7. 25% of the shares vest on the one year anniversary of January 3, 2022 and 1/48th of the shares vest monthly thereafter over the next three years, subject to the Reporting Person's continuous service with the Issuer as of each such date.

Remarks:

Exhibit 24.1 - Power of Attorney

	Mary Grendell, Attorney-in-Fact	07/18/2022
	** 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 5 (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 24.1 – Power of Attorney

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of Jesse Shefferman and Mary Grendell, signing individually, the undersigned’s true and lawful attorney-in fact and agent to:

(1)

execute for and on behalf of the undersigned, an officer, director or holder of 10% of more of a registered class of securities of Protara Therapeutics, Inc. (the “Company”), Forms 3, 4 and 5 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 that may be necessary or desirable to complete and execute such Form 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file such forms or amendments with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3)

take any other action of any nature whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this 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-fact’s discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, 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 power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-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 Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the foregoing attorney-in-fact or (c) until such attorney-in-fact shall no longer be employed by the Company.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 13 day of July, 2022.

/s/ Hannah Fry

Hannah Fry