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*
BARLOW JAMES F

(Last) (First) (Middle)
C/O ARCTURUS THERAPEUTICS HOLDINGS INC.
10628 SCIENCE CENTER DRIVE, SUITE 250

(Street)
SAN DIEGO CA 92121

(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 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/25/2019
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
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
Stock Option (right to buy) $10.23 10/25/2019 A 15,000 (1) 10/24/2029 Common Stock 15,000 $0.00 15,000 D
Explanation of Responses:
1. Shares underlying the options vest monthly over a one year period from the date of grant.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Ilan Katz, attorney-in-fact 10/29/2019
** 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
                      ARCTURUS THERAPEUTICS HOLDINGS INC.

      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/ James F. Barlow
                                --------------------
                                Name: James F. Barlow