Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0287
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hours per response: 0.5
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*
Payne Joseph E

(Last) (First) (Middle)


(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Arcturus Therapeutics Holdings Inc. [ ARCT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
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
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 08/29/2019 P 5,000 A $11.22 1,474,097(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
Explanation of Responses:
1. Includes 366,274 ordinary shares subject to repurchase pursuant to a Common Stock Purchase Agreement, dated March 4, 2013, as amended on September 27, 2017, by and between the Reporting Person and the Issuer.
Exhibit 24 - Power of Attorney
/s/ Jeffrey Baumel, attorney-in-fact 08/30/2019
** 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.
                                                                      EXHIBIT 24

                               POWER OF ATTORNEY
        FOR SEC FILINGS ON FORMS ID, 3, 4, 5, 144, SCHEDULES 13D and 13G
                          IN RESPECT OF SECURITIES OF

      The undersigned hereby constitutes and appoints each of Jeffrey Baumel and
Ilan Katz as his or her true and lawful attorneys-in-fact and agents, each with
full power of substitution and resubstitution for him or her in his or her name
and stead in any and all capacities, to sign and file for and on his or her
behalf, in respect of any acquisition, disposition or other change in ownership
of any Common Stock or derivative securities thereof of Arcturus Therapeutics
Holdings Inc. (the "Company"), the following:

      (i)    any Form ID to be filed with the Securities and Exchange Commission
             (the "SEC");

      (ii)   any Initial Statement of Beneficial Ownership of Securities on
             Form 3 to be filed with the SEC;

      (iii)  any Statement of Changes of Beneficial Ownership of Securities on
             Form 4 to be filed with the SEC;

      (iv)   any Annual Statement of Beneficial Ownership of Securities on
             Form 5 to be filed with the SEC;

      (v)    any Notice of Proposed Sale of Securities on Form 144 to be filed
             with the SEC;

      (vi)   and any other forms or reports the undersigned may be required to
             file in connection with the undersigned's
 ownership, acquisition or
             disposition of securities of the Company, including Schedules 13G
             and 13D; and

      (vii)  any and all agreements, certificates, receipts, or other documents
             in connection therewith. The undersigned hereby gives full power
             and authority to each attorney-in-fact to seek and obtain as the
             undersigned's representative and on the undersigned's behalf,
             information on transactions in the Company's securities from any
             third party, including brokers, employee benefit plan
             administrators and trustees, and the undersigned hereby authorizes
             any such person to release such information to the undersigned and
             approves and ratifies any such release of information. The
             undersigned hereby grants unto each attorney-in-fact and agent full
             power and authority to do and perform each and every act and thing
             requisite and necessary in connection with such matters and hereby
             ratifies and confirms all that any such attorney-in-fact and agent
             or substitute may do or cause to be done by virtue hereof. The
             undersigned acknowledges that:

             (i)  neither the Company nor any of such attorney-in-fact assumes
                  (i) any liability for the undersigned's responsibility to
                  comply with the requirement of the Securities Exchange Act of
                  1934, as amended (the "Exchange Act"), (ii) any liability of
                  the undersigned for any failure to comply with such
                  requirements or (iii) any obligation or liability of the
                  undersigned for profit disgorgement under Section 16(b) of the
                  Exchange Act; and

             (ii) this Power of Attorney does not relieve the undersigned from
                  responsibility for compliance with the undersigned's
                  obligations under the Exchange Act, including without
                  limitation the reporting requirements under Section 16 of the
                  Exchange Act. This Power of Attorney shall remain in full
                  force and effect until revoked by the undersigned in a signed
                  writing delivered to such attorney-in-fact.

                            [Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney.

Date:  August 15, 2019                /s/ Joseph Payne
                                      Name: Joseph Payne