SEC FORM 4/A 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*
FRATES JAMES M

(Last) (First) (Middle)
C/O AMYLYX PHARMACEUTICALS, INC.
43 THORNDIKE STREET

(Street)
CAMBRIDGE MA 02141

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Amylyx Pharmaceuticals, Inc. [ AMLX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
03/16/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
03/20/2023
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 03/16/2023 M(1)(2) 32,500 A $6.88 66,509(1) D
Common Stock 03/16/2023 S(2) 30,796 D $31.8593(3) 35,713(1) D
Common Stock 03/16/2023 S(2) 1,704 D $32.4649(4) 34,009(1) D
Common Stock 03/16/2023 A 21,667(5) A $0.00 55,676(1) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $32.08 03/16/2023 A 97,500 (6) 03/16/2033 Common Stock 97,500 $0.00 97,500 D
Stock Option (right to buy) $6.88 03/16/2023 M(1)(2) 32,500 (7) 01/25/2031 Common Stock 32,500 $0.00 414,500 D
Explanation of Responses:
1. On March 16, 2023, the Reporting Person filed a Form 4 (the "Original Form 4") which inadvertently omitted the exercise of 32,500 options by the Reporting Person. The Original Form 4 reported the sale of shares of Common Stock of the Issuer ("Common Stock") underlying those options, pursuant to a Rule 10b5-1 trading plan. This Form 4 amendment is being filed for the purpose of amending and restating the Original Form 4 solely to report the exercise of the stock options and the resulting increase in beneficial ownership of Common Stock. The Reporting Person has not sold any additional shares of Common Stock beyond those sales reported in the Original Form 4.
2. These transactions were effected by the Reporting Person pursuant to a Rule 10b5-1 trading plan adopted on November 15, 2022.
3. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $31.33 to $32.30. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request.
4. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $32.33 to $32.93. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request.
5. The reported transaction involves the Reporting Person's receipt of a restricted stock unit award (a "RSU"). The RSU shall vest in 4 equal annual installments, with the first installment vesting on the first day of the month of the one year anniversary of the date of grant, subject to the Reporting Person's continued service to the Issuer through such vesting date.
6. 1/4 of the shares subject to the option shall vest and become exercisable on the first day of the month of the one year anniversary of the date of grant, and the remaining shares shall vest monthly over the remaining 36 months, subject to the Reporting Person's continuous service to the Issuer through such vesting date.
7. 113,024 shares underlying this option vested on January 25, 2022, with the remaining shares vesting in monthly installments of 9,416 shares thereafter.
Remarks:
Exhibit List: Exhibit 24. This signed and dated Power of Attorney is being filed to replace the Power of Attorney exhibit submitted with the Form 3 filed on January 6, 2022.
/s/ Joshua B. Cohen, as Attorney in Fact 03/24/2023
** 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.
                               POWER OF ATTORNEY

     Know all by these presents, that the undersigned hereby constitutes and
appoints each of Joshua Cohen and Justin Klee, signing singly, the undersigned's
true and lawful attorney-in-fact to:

(1)   execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer and/or director of Amylyx Pharmaceuticals, Inc. (the
"Company"), (i) Form ID, including any attached documents, to effect the
assignment of codes to the undersigned to be used in the transmission of
information to the United States Securities and Exchange Commission using the
EDGAR System, and (ii) Forms 3, 4 and 5 and amendments thereto in accordance
with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the
rules thereunder;

(2)   do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4 or 5
and amendments thereto and timely file such form with the United States
Securities and Exchange Commission and any stock exchange or similar authority;
and

(3)   take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

     The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934, as amended. The
undersigned hereby agrees to indemnify the attorney-in-fact and the Company from
and against any demand, damage, loss, cost or expense arising from any false or
misleading information provided by the undersigned to the attorney-in-fact.

     This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact. This Power of Attorney may be filed with the United
States Securities and Exchange Commission as a confirming statement of the
authority granted herein. This Power of Attorney supersedes any prior power of
attorney in connection with the undersigned's capacity as an officer and/or
director of the Company. This Power of Attorney shall expire as to any
individual attorney-in-fact if such attorney-in-fact ceases to be an executive
officer of, or legal counsel to, the Company.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of January 5, 2022.


/s/ James Frates
Name: James Frates