SEC FORM 4

SEC FORM 4 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^*

DIXON WENDY L

(Last)

(First)

(Middle)

C/O ZEVRA THERAPEUTICS, INC.

1180 CELEBRATION BOULEVARD, SUITE 103

(Street)

CELEBRATION

34747

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ZEVRA THERAPEUTICS, INC. [ ZVRA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/25/2023

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

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)
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)

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)	$5.59⁽¹⁾	04/25/2023		A		22,500⁽²⁾		⁽³⁾	04/24/2033	Common Stock	22,500	$0	22,500	D
Stock Option (right to buy)	$4.97⁽⁴⁾	05/03/2023		A		36,300⁽⁵⁾		⁽³⁾	05/02/2033	Common Stock	36,300	$0	36,300	D

Explanation of Responses:

1. The exercise price is equal to the closing price of the Issuer's common stock on the Nasdaq Global Select Market on the date of grant, April 25, 2023.

2. This grant was awarded as compensation for the Reporting Person's service on the Issuer's board of directors.

3. 33.33% of the total shares subject to the option vest in equal annual installments beginning one day prior to the date of the first annual meeting of the Issuer's stockholders following the day of grant and continuing for the next two annual meeting of the Issuer's stockholders, such that the option will be fully vested one day prior to the date of the third annual meeting of the Issuer's stockholders following the day of the grant, provided that at the relevant vesting dates such optionee's directorial relationship has not been terminated as defined in and as determined under the Plan. All shares underlying the option will vest in full and become immediately exercisable upon a change of control of the Issuer.

4. The exercise price is equal to the closing price of the Issuer's common stock on the Nasdaq Global Select Market on the date of grant, May 3, 2023.

5. This grant was awarded as compensation for the Reporting Person's service on the Issuer's board of directors pursuant to the Issuer's ninth amended and restated non-employee director compensation policy.

	/s/ Timothy J. Sangiovanni, Attorney-in-Fact for Wendy L. Dixon	05/08/2023
	** 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.

SEC Form 4 filed by Dixon Wendy L