SEC FORM 3

SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person^*

Matthews Andrea

(Last)

(First)

(Middle)

C/O ASTRIA THERAPEUTICS, INC.

75 STATE STREET, SUITE 1400

(Street)

BOSTON

02109

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/17/2023

3. Issuer Name and Ticker or Trading Symbol
Astria Therapeutics, Inc. [ ATXS ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽¹⁾	08/26/2024	Common Stock	389	432	D
Stock Option (Right to Buy)	⁽¹⁾	03/25/2025	Common Stock	51	663	D
Stock Option (Right to Buy)	⁽¹⁾	02/10/2026	Common Stock	166	274.2	D
Stock Option (Right to Buy)	⁽¹⁾	09/07/2026	Common Stock	250	258.6	D
Stock Option (Right to Buy)	⁽¹⁾	02/08/2027	Common Stock	183	74.4	D
Stock Option (Right to Buy)	⁽¹⁾	07/26/2027	Common Stock	83	76.2	D
Stock Option (Right to Buy)	⁽¹⁾	02/07/2028	Common Stock	416	76.8	D
Stock Option (Right to Buy)	⁽¹⁾	09/06/2028	Common Stock	833	42.6	D
Stock Option (Right to Buy)	⁽¹⁾	02/12/2029	Common Stock	2,083	26.34	D
Stock Option (Right to Buy)	⁽²⁾	02/11/2030	Common Stock	3,333	31.92	D
Stock Option (Right to Buy)	⁽³⁾	10/06/2030	Common Stock	4,166	39.78	D
Stock Option (Right to Buy)	⁽⁴⁾	03/31/2031	Common Stock	66,666	17.22	D
Stock Option (Right to Buy)	⁽⁵⁾	02/28/2032	Common Stock	32,812	6.51	D
Stock Option (Right to Buy)	⁽⁶⁾	01/31/2033	Common Stock	60,000	13.36	D

Explanation of Responses:

1. Fully vested.

2. This option was granted February 12, 2020 and is subject to vesting over a four-year period, with 25% of the 3,033 shares underlying the option upon grant vesting on the first anniversary of February 12, 2020 and the remainder vesting over the ensuing three years in equal monthly installments.

3. This option was granted October 7, 2020 and is subject to vesting over a four-year period, with 25% of the 4,166 shares underlying the option upon grant vesting on the first anniversary of October 7, 2020 and the remainder vesting over the ensuing three years in equal monthly installments.

4. This option was granted April 1, 2021 and is subject to vesting over a four-year period, with 25% of the 66,666 shares underlying the option upon grant vesting on the first anniversary of April 1, 2021 and the remainder vesting over the ensuing three years in equal monthly installments.

5. This option was granted March 1, 2022 and is subject to vesting over a four-year period, with 25% of the 45,000 shares underlying the option upon grant vesting on the first anniversary of February 17, 2022 and the remainder vesting over the ensuing three years in equal monthly installments.

6. This option was granted February 1, 2023 and is subject to vesting over a four-year period, with 25% of the 60,000 shares underlying the option upon grant vesting on the first anniversary of February 1, 2023 and the remainder vesting over the ensuing three years in equal monthly installments.

Remarks:

Exhibit Index: 24 - Power of Attorney; No securities are beneficially owned.

	/s/ Ben Harshbarger, as attorney-in-fact for Andrea Matthews	04/19/2023
	** 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 5 (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.

SEC Form 3 filed by new insider Matthews Andrea