ADMA Biologics Form 4 / Kaitlin M. Kestenberg-Messina ownership change

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).

1. Name and Address of Reporting Person^*

Kestenberg-Messina Kaitlin M.

(Last)

(First)

(Middle)

C/O ADMA BIOLOGICS, INC.

5800 PARK OF COMMERCE BLVD. NW,

(Street)

BOCA RATON

33487

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ADMA BIOLOGICS, INC. [ ADMA ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
COO and SVP, Compliance

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2024

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	03/31/2024		F		2,085⁽¹⁾	D	$6.6	112,190⁽²⁾	D
Common Stock	04/01/2024		A		192,320⁽³⁾	A	$0	304,510⁽⁴⁾	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)
Stock Option (right to buy)	$6.54	04/01/2024		A		300,328		⁽⁵⁾	04/01/2034	Common Stock	300,328	$0	300,328	D

Explanation of Responses:

1. Represents shares withheld by the Issuer to satisfy the mandatory tax withholding requirements upon vesting of restricted stock units (RSUs). This is not an open market sale of securities.

2. As of the transaction date, represents 112,190 shares of Common Stock acquired pursuant to the vesting of RSUs.

3. These shares represent RSUs that will vest in four equal installments (25% per installment) on each annual anniversary of the date of grant over four years, in each case under the ADMA Biologics, Inc. 2022 Equity Compensation Plan (the "Plan") subject to the reporting person's continued service as of the applicable vesting date.

4. Includes, as of the transaction date, (i) 192,320 RSUs granted on April 1, 2024 and reported on this Form 4, subject to vesting as set forth in footnote (3); and (ii) 112,190 shares acquired pursuant to the vesting of RSUs.

5. The option vests over four years with 25% of the shares underlying the option vesting on the one-year anniversary of the grant date and the remaining 75% of such shares vesting monthly in equal installments over the next three years, becoming fully vested on the four-year anniversary of the grant date.

	/s/ Kaitlin M. Kestenberg-Messina, by Adam S. Grossman as Attorney-in-fact	04/02/2024
	** 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).
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.

ADMA Biologics (ADMA) Form 4ADMA BIOLOGICS / Kaitlin M. Kestenberg-Messina ownership change