SEC FORM 3/A
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
|
| OMB APPROVAL |
| OMB Number: |
3235-0104 |
| Estimated average burden |
| hours per response: |
0.5 |
|
|
1. Name and Address of Reporting Person*
| C/O ASCENDIS PHARMA A/S |
| TUBORG BOULEVARD 12 |
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year)
03/18/2026
|
3. Issuer Name and Ticker or Trading Symbol
Ascendis Pharma A/S
[ ASND ]
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
Director |
|
10% Owner |
 |
Officer (give title below) |
|
Other (specify below) |
| EVP & Chief Financial Officer |
|
5. If Amendment, Date of Original Filed
(Month/Day/Year)
03/18/2026
|
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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)
|
| Ordinary Shares |
4,017 |
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)
|
| Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Warrants |
|
12/12/2027 |
Ordinary Shares |
45,000 |
37.18 |
D |
|
| Warrants |
|
12/11/2028 |
Ordinary Shares |
45,000 |
62.17 |
D |
|
| Warrants |
|
12/10/2029 |
Ordinary Shares |
27,000 |
108 |
D |
|
| Warrants |
|
12/10/2030 |
Ordinary Shares |
22,755 |
176.28 |
D |
|
| Warrants |
|
12/09/2031 |
Ordinary Shares |
14,504 |
139.65 |
D |
|
| Restricted Stock Units |
|
|
Ordinary Shares |
4,246 |
|
D |
|
| Restricted Stock Units |
|
|
Ordinary Shares |
3,197 |
|
D |
|
| Restricted Stock Units |
|
|
Ordinary Shares |
9,552 |
|
D |
|
| Explanation of Responses: |
|
|
|
|
|
| Remarks: |
|
|
/s/ Michael Wolff Jensen as attorney-in-fact for Scott Smith |
06/01/2026 |
|
** 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. |
POWER OF ATTORNEY
With respect to holdings of and transactions in securities issued by
Ascendis Pharma A/S (the "Company"), the undersigned hereby constitutes and
appoints the individuals named on SCHEDULE A attached hereto and as may be
amended from time to time, or any of them signing singly, with full power of
substitution and resubstitution, to act as the undersigned's true and lawful
attorney-in-fact to:
1. execute for and on behalf of the undersigned, Schedules 13D and 13G
in accordance with Section 13 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and the rules thereunder, and Forms
3, 4, and 5 in accordance with Section 16 of the Exchange Act and the
rules thereunder, and Notices of Proposed Sale of Securities Pursuant
to Rule 144 ("Form 144"), in accordance with the requirements of Rule
144 under the Securities Act of 1933, as amended (the "Securities
Act"); and
2. do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such
Schedule 13D, Schedule 13G, Form 3, Form 4, Form 5, and Form 144,
complete and execute any amendment or amendments thereto, and to
timely file such Schedule 13D, Schedule 13G, Form 3, Form 4, Form 5,
and Form 144, as applicable, and any amendment thereto, with the
United States Securities and Exchange Commission and any stock
exchange or similar authority.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the
rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power
of substitution and resubstitution or revocation, hereby ratifying and
confirming all that such attorney-in-fact, or such attorneys-in-fact
substitute or substitutes, shall lawfully do or cause to be done by virtue
of this Power of Attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to
comply with Section 13 and Section 16 of the Exchange Act, or Rule 144 under
the Securities Act.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file any Schedule 13D, Schedule 13G, Form
3, Form 4, Form 5, and Form 144 with respect to the undersigned's holdings of
and transactions in securities issued by the Company, unless earlier revoked by
the undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 18th day of March, 2026.
/s/ Scott Smith
Schedule A
Individuals Appointed as Attorney-in-Fact with Full Power of Substitution and
Resubstitution
Jan Mikkelsen, President and Chief Executive Officer
Michael Wolff Jensen, Executive Vice President, Chief Legal Officer
Mads Bodenhoff, Senior Vice President, Head of Finance and Principal Accounting
Officer
Birgitte Bogelund-Arvidsen, Senior Director, Equity Compensation
Anders Carstensen, Head of Corporate and Legal Transactions
