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	

	

	

	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 *
Manning Paul B	

(Last)	
(First)	
(Middle)	

200 GARRETT STREET, SUITE S	

 	

(Street)
CHARLOTTESVILLE	
VA	
22902	

(City)	
(State)	
(Zip)	

	2. Issuer Name and Ticker or Trading Symbol
Verrica Pharmaceuticals Inc. [ VRCA ]	5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X	
Director	
X	
10% Owner	

 	
Officer (give title below)	
 	
Other (specify below)	

 	

 	 	
 	3. Date of Earliest Transaction (Month/Day/Year)
01/07/2019	 	 	 	
 	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	 	 	 	 	 	 	
Common Stock	01/07/2019	 	P	 	12,775	A	$10.41(1)	8,035,658(2)	D	 	 	 	 	
Common Stock	01/07/2019	 	P	 	20,116	A	$11.55(3)	8,055,774(4)	D	 	 	 	 	
Common Stock	01/07/2019	 	P	 	2,734	A	$11.99(5)	8,058,508(6)	D	 	 	 	 	
Common Stock	01/07/2019	 	P	 	4,258	A	$10.41(1)	1,299,602	I(7)	See Footnote	 	 	 	
Common Stock	01/07/2019	 	P	 	6,706	A	$11.55(3)	1,306,308	I(7)	See Footnote	 	 	 	
Common Stock	01/07/2019	 	P	 	911	A	$11.99(5)	1,307,219	I(7)	See Footnote	 	 	 	
Common Stock	 	 	 	 	 	 	 	256,634	I(8)	See Footnote	 	 	 	
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	 	 	 	 	 	 	 	 	
Explanation of Responses:	
1. The price reported is a weighted average purchase price. The shares were purchased in multiple transactions at prices ranging from $9.87 to $10.80, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.	
2. Consists of 7,754,783 shares of common stock held by Mr. Manning and 280,875 shares of common stock held by Mr. Manning jointly with his spouse.	
3. The price reported is a weighted average purchase price. The shares were purchased in multiple transactions at prices ranging from $10.98 to $11.97, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.	
4. Consists of 7,754,783 shares of common stock held by Mr. Manning and 300,991 shares of common stock held by Mr. Manning jointly with his spouse.	
5. The price reported is a weighted average purchase price. The shares were purchased in multiple transactions at prices ranging from $11.98 to $12.00, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.	
6. Consists of 7,754,783 shares of common stock held by Mr. Manning and 303,725 shares of common stock held by Mr. Manning jointly with his spouse.	
7. The shares are held directly by BKB Growth Investments, LLC ("BKB"). The Reporting Person is a co-manager of BKB and has sole voting and investment power with respect to the shares held by BKB.	
8. The shares are held directly by PBM Capital Investments, LLC ("PBMCI"). The Reporting Person is President and CEO of PBMCI and has sole voting and investment power with respect to the shares held by PBMCI.	
Remarks:	
 	
 	/s/ Mark Ballantyne, Attorney-in-Fact	01/07/2019	
 	** 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.