60 Degrees Pharmaceuticals Form 4 / GEOFFREY S DOW 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^*

DOW GEOFFREY S

(Last)

(First)

(Middle)

C/O 60 DEGREES PHARMACEUTICALS, INC.

1025 CONNECTICUT AVENUE NW SUITE 1000

(Street)

WASHINGTON

20036

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
60 DEGREES PHARMACEUTICALS, INC. [ SXTP ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/21/2023

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⁽¹⁾	04/12/2024		M		68,000⁽¹⁾	A	$0.2668	745,625⁽¹⁾	D⁽¹⁾
Common Stock⁽²⁾	05/16/2024		M		17,000⁽¹⁾	A	$0.223	762,625⁽²⁾	D⁽²⁾

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⁽³⁾	$0	11/21/2023		A		85,000⁽³⁾		⁽³⁾	⁽³⁾	Common Stock	85,000⁽³⁾	$0	85,000	D
Restricted Stock Units⁽³⁾⁽⁴⁾	$0	04/12/2024		M			68,000⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	68,000⁽⁴⁾	$0	17,000	D
Restricted Stock Units⁽³⁾⁽⁵⁾	$0	05/16/2024		M			17,000⁽⁵⁾	⁽⁵⁾	⁽⁵⁾	Common Stock	17,000⁽⁵⁾	$0	0	D

Explanation of Responses:

1. Geoffrey Dow was granted a total of 85,000 restricted stock units ("RSUs") on November 21, 2023 that were fully vested as of the grant date. 68,000 shares underlying the RSUs were settled on April 12, 2024 (the "4/24 Shares"). Geoffrey Dow owned 10,482 shares of common stock and through the Geoffrey S. Dow Revocable Trust (the "Dow Trust"), as trustee and having control over the voting and disposition of the shares of common stock held by the Dow Trust, owned 667,143 shares of common stock immediately prior to the issuance of the 4/24 Shares. As of April 12, 2024, Geoffrey Dow owned a total of 745,625 shares of common stock, consisting of (i) 78,482 shares of common stock held in the name of Geoffrey Dow and (ii) 667,143 shares of common stock held by the Dow Trust.

2. 17,000 shares underlying the RSUs were settled on May 16, 2024 (the "5/24 Shares"). Geoffrey Dow owned 78,482 shares of common stock and through the Dow Trust owned 667,143 shares of common stock immediately prior to the issuance of the 5/24 Shares. As of May 16, 2024, Geoffrey Dow owned a total of 762,625 shares of common stock, consisting of (i) 95,482 shares of common stock held in the name of Geoffrey Dow and (ii) 667,143 shares of common stock held by the Dow Trust.

3. Geoffrey Dow was granted a total of 85,000 restricted stock units on November 21, 2023 that were fully vested as of the grant date. Each RSU represents the right to receive, at settlement, one share of common stock.

4. 68,000 shares underlying the RSUs were settled on April 12, 2024. After the settlement of the shares of common stock that were underlying the 68,000 RSUs, Geoffrey Dow owned a total of 17,000 RSUs.

5. 17,000 shares underlying the RSUs were settled as of May 16, 2024. After the settlement of the shares of common stock that were underlying the 17,000 RSUs, Geoffrey Dow did not own any RSUs.

	/s/ Geoffrey Dow	05/21/2024
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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60 Degrees Pharmaceuticals (SXTP) Form 460 DEGREES PHARMACEUTICALS / GEOFFREY S DOW ownership change