SEC Info - Activist Investing LLC, et al. - ‘4/A’ for 6/21/23 re: Titan Pharmaceuticals Inc.

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Lazar David E.

2. Issuer Name and Ticker or Trading Symbol
TITAN PHARMACEUTICALS INC [TTNP]

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

__X__ Director

__X__ 10% Owner

__X__ Officer (give title below)

_____ Other (specify below)

Chief Executive Officer

(Last)

(First)

(Middle)

VILLA 1, 14-43RD STREET, JUMEIRAH 2

3. Date of Earliest Transaction (Month/Day/Year)
6/21/23

(Street)

DUBAI, C0 00000

4. If Amendment, Date Original Filed (Month/Day/Year)
6/23/23

6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Rule 10b5-1(c) Transaction Indication
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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

Amount

(A) or (D)

Price

Common Stock, par value $0.001

6/21/23

3,388,902

$1.23 ⁽¹⁾ ⁽²⁾

D ⁽³⁾ ⁽⁴⁾

Common Stock, par value $0.001

6/21/23

359,066

$1.23 ⁽¹⁾ ⁽²⁾

By Activist Investing LLC ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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 control number.

SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address

Relationships

Director

10% Owner

Officer

Other

Lazar David E.
VILLA 1, 14-43RD STREET
JUMEIRAH 2
DUBAI, C0 00000

Chief Executive Officer

Activist Investing LLC
1185 AVENUE OF THE AMERICAS, 3RD FLOOR.
NEW YORK, NY 10036

Member of 10% owner group

Signatures

/s/ David E. Lazar

6/28/23

^**Signature of Reporting Person

Date

Activist Investing LLC, By: /s/ David E. Lazar, Chief Executive Officer

6/28/23

^**Signature of Reporting Person

Date

Explanation of Responses:

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).

(1)

These Shares were sold pursuant to a Share Transfer Agreement dated June 21, 2023. As consideration for the transfer, Mr. Lazar received $4,600,000.

(2)

Prior to the filing of the Reporting Persons's Form 4 on June 23, 2023, the Reporting Person contacted the Issuer and advised the Issuer of his obligation to disgorge the "short-swing profit" realized by the Reporting Person, and that he was making preparation for payment of such disgorgement. Due to a ministerial error, such informaton was inadvertently excluded from the Form 4 filed by the Reporting Person on June 23, 2023.

(3)

This Form 4 is filed jointly by Activist Investing LLC ("Activist Investing") and David E. Lazar (collectively, the "Reporting Persons").

(4)

Each Reporting Person disclaims beneficial ownership of the securities of the Issuer reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

(5)

Securities of the Issuer beneficially owned directly by Activist Investing. Mr. Lazar, as the sole member and Chief Executive Officer of Activist Investing, may be deemed the beneficial owner of the securities of the Issuer beneficially owned by Activist Investing.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

____________ Transaction Code:
S	Open market or private sale of non-derivative or derivative security.

Activist Investing LLC, et al. – ‘4/A’ for 6/21/23 re: Titan Pharmaceuticals Inc.

On: Wednesday, 6/28/23, at 4:14pm ET · For: 6/21/23 · As: Director, Officer, 10% Owner and Other · Accession #: 921895-23-1593 · File #: 1-13341

Previous ‘4’: ‘4’ on 6/23/23 for 6/21/23 · Latest ‘4’: This Filing

Amendment to Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34

Filing Table of Contents

This ‘4/A’ Document is an XML Data File that may be rendered in various formats:

Reporting Owners

Signatures

Explanation of Responses:

Activist Investing LLC, et al. – ‘4/A’ for 6/21/23 re: Titan Pharmaceuticals Inc.

On: Wednesday, 6/28/23, at 4:14pm ET · For: 6/21/23 · As: Director, Officer, 10% Owner and Other · Accession #: 921895-23-1593 · File #: 1-13341

Previous ‘4’: ‘4’ on 6/23/23 for 6/21/23 · Latest ‘4’: This Filing

Amendment to Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4/A’ Document is an XML Data File that may be rendered in various formats:

Reporting Owners

Signatures

Explanation of Responses:

Amendment to Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34

Filing Table of Contents