Edgar Filing: KELLERMAN DONALD J

Ownership Submission

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

KELLERMAN DONALD J

2. Issuer Name and Ticker or Trading Symbol
Zosano Pharma Corp [ZSAN]

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
VP, Clinical Dev & Med Affairs

(Last)

(First)

(Middle)

C/O ZOSANO PHARMA CORPORATION, 34790 ARDENTECH COURT

3. Date of Earliest Transaction (Month/Day/Year)
05/31/2017

(Street)

FREMONT, CA 94555

4. If Amendment, Date 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

(City)

(State)

(Zip)

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

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

Employee Stock Option (right to buy)

$ 0.575 ⁽¹⁾

05/31/2017⁽²⁾

180,000 ⁽³⁾

⁽⁴⁾

11/02/2026

Common Stock

180,000 ⁽³⁾

$ 0

180,000 ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
KELLERMAN DONALD J C/O ZOSANO PHARMA CORPORATION 34790 ARDENTECH COURT FREMONT, CA 94555			VP, Clinical Dev & Med Affairs

Signatures

/s/ Jeffrey L. Quillen, attorney-in-fact		04/27/2018
^**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)	As a result of a 1-for-20 reverse stock split of the common stock of the Company, which became effective at 5:00 p.m. Eastern Time on January 25, 2018 (the "Reverse Split"), the exercise price has increased from $0.575 per share to $11.50 per share.
(2)	The option grant was approved by the compensation committee of the Company's board of directors on November 2, 2016, subject to stockholder approval of an amendment to the stock option plan under which the option was granted. The Company's stockholders approved the plan amendment on May 31, 2017.
(3)	As a result of the Reverse Split, the number of shares of the Company's common stock underlying the stock option has decreased from 180,000 shares to 9,000 shares.
(4)	25% of the total number of shares underlying the stock option vested on November 2, 2017, and the remaining underlying shares vested or vest in equal monthly installments over the following three-year period, so that all shares shall have vested on November 2, 2020.

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