Form 4 - Statement of changes in beneficial ownership of securities

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

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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^*

Jones Mitchell Lawrence

(Last)

(First)

(Middle)

7750 EL CAMINO REAL, SUITE 2A

(Street)

CARLSBAD,

92009

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PALISADE BIO, INC. [ PALI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/28/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01⁽¹⁾	05/28/2024		M		2,735⁽¹⁾	A	$0.00⁽¹⁾	3,568	D
Common Stock, par value $0.01⁽²⁾	05/28/2024		F		810⁽²⁾	D	$4.76	2,758	D
Common Stock, par value $0.01⁽³⁾	05/28/2024		M		1,555⁽³⁾	A	$0.00⁽³⁾	4,313	D
Common Stock, par value $0.01⁽⁴⁾	05/28/2024		F		461⁽⁴⁾	D	$4.76	3,852	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units⁽⁶⁾	⁽⁶⁾	05/28/2024		M			2,735	⁽⁵⁾	⁽⁵⁾	Common Stock	2,735	⁽⁶⁾	0	D
Restricted Stock Units⁽⁷⁾	⁽⁷⁾	05/28/2024		M			1,555	⁽⁵⁾	⁽⁵⁾	Common Stock	1,555	⁽⁷⁾	0	D

Explanation of Responses:

1. Represents the issuance of common stock upon the vesting and settlement of outstanding restricted stock units for the restricted stock units granted on September 5, 2023.

2. Represents shares withheld to cover tax withholding obligations in connection with the vesting and settlement of the restricted stock units referenced in footnote 1.

3. Represents the issuance of common stock upon the vesting and settlement of outstanding restricted stock units for the restricted stock units granted on November 21, 2023.

4. Represents shares withheld to cover tax withholding obligations in connection with the vesting and settlement of the restricted stock units referenced in footnote 3.

5. Each restricted stock unit represents the right to receive, at settlement, one share of common stock.

6. This restricted stock unit was granted on September 5, 2023, and all remaining 2,735 restricted stock units subject to the award were accelerated and vested on May 28, 2024 by the Compensation Committee of the Issuer.

7. This restricted stock unit was granted on November 21 2024, and all remaining 1,555 restricted stock units subject to the award were accelerated and vested on May 28, 2024 by the Compensation Committee of the Issuer.

	/s/ Mitchell Jones	05/30/2024
	** 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).
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