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^*

DiBiase Mary

(Last)

(First)

(Middle)

C/O X4 PHARMACEUTICALS INC.

61 NORTH BEACON STREET 4TH FLOOR

(Street)

BOSTON

02134

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/08/2021

3. Issuer Name and Ticker or Trading Symbol
X4 Pharmaceuticals, Inc [ XFOR ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operating 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)
Common Stock	64,475⁽¹⁾	D

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)	⁽²⁾	07/11/2027	Common Stock	15,205	$6.84	D
Stock Option (right to buy)	⁽³⁾	04/10/2028	Common Stock	1,900	$7.08	D
Stock Option (right to buy)	⁽⁴⁾	08/21/2028	Common Stock	10,112	$10.44	D
Stock Option (right to buy)	⁽⁵⁾	06/16/2029	Common Stock	9,469	$14.75	D
Stock Option (right to buy)	⁽⁶⁾	02/09/2030	Common Stock	22,500	$10	D
Stock Option (right to buy)	⁽⁷⁾	06/09/2030	Common Stock	7,500	$8.69	D

Explanation of Responses:

1. Includes 58,293 shares underlying restricted stock units issued to the Reporting Person. Each restricted stock unit represents a contingent right to receive one share of common stock of the Issuer and has no expiration date. Of the total shares underlying outstanding restricted stock units, (a) 2,916 shares will vest on June 15, 2022; 2,917 shares will vest on June 23, 2022; 5,834 shares will vest on August 17, 2022; 2,916 shares will vest on June 15, 2023 and 2,917 shares will vest on June 23, 2023 (b) 3,156 shares will vest in two equal instalments on June 30, 2022 and June 30, 2023 and (c) 37,637 shares will vest in three equal instalments on February 11, 2022, February 11, 2023 and February 11, 2024, in each case subject to the Reporting Person providing continuous service to the Issuer on such dates.

2. Fully vested as of July 12, 2021.

3. Fully vested as of April 11, 2020.

4. Twenty five percent (25%) of the shares underlying the option vested on August 22, 2019 and one thirty sixth (1/36th) of the shares underlying the award vest monthly thereafter subject to the reporting person providing continuous services to the Issuer on such dates.

5. Twenty five percent (25%) of the shares underlying the option vested on June 17, 2020 and one thirty sixth (1/36th) of the shares underlying the award vest monthly thereafter subject to the reporting person providing continuous services to the Issuer on such dates.

6. Twenty five percent (25%) of the shares underlying the option vested on February 10, 2021 and one thirty sixth (1/36th) of the shares underlying the award vest monthly thereafter subject to the reporting person providing continuous services to the Issuer on such dates.

7. Twenty five percent (25%) of the shares underlying the option vested on June 10, 2021 and one thirty sixth (1/36th) of the shares underlying the award vest monthly thereafter subject to the reporting person providing continuous services to the Issuer on such dates.

Remarks:

	/s/ Derek M. Meisner, attorney-in-fact	09/10/2021
	** 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.