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*
BRATTON DOUGLAS K

(Last) (First) (Middle)
C/O AQUESTIVE THERAPEUTICS, INC.
30 TECHNOLOGY DRIVE

(Street)
WARREN NJ 07059

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
07/24/2018
3. Issuer Name and Ticker or Trading Symbol
Aquestive Therapeutics, Inc. [ AQST ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 75,085(1) D
Common Stock 2,249,077 I See Footnotes(2)(3)(4)
Common Stock 2,213,314 I See Footnotes(2)(3)(5)
Common Stock 4,032,907 I See Footnotes(2)(3)(6)
Common Stock 2,755,541 I See Footnotes(2)(3)(7)
Common Stock 87,455 I See Footnotes(2)(3)(8)
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
1. Name and Address of Reporting Person*
BRATTON DOUGLAS K

(Last) (First) (Middle)
C/O AQUESTIVE THERAPEUTICS, INC.
30 TECHNOLOGY DRIVE

(Street)
WARREN NJ 07059

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MRX Partners, LLC

(Last) (First) (Middle)
C/O AQUESTIVE THERAPEUTICS, INC.
30 TECHNOLOGY DRIVE

(Street)
WARREN NJ 07059

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MonoLine RX, L.P.

(Last) (First) (Middle)
C/O AQUESTIVE THERAPEUTICS, INC.
30 TECHNOLOGY DRIVE

(Street)
WARREN NJ 07059

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MonoLine RX II, L.P.

(Last) (First) (Middle)
C/O AQUESTIVE THERAPEUTICS, INC.
30 TECHNOLOGY DRIVE

(Street)
WARREN NJ 07059

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Monoline RX III, L.P.

(Last) (First) (Middle)
C/O AQUESTIVE THERAPEUTICS, INC.
30 TECHNOLOGY DRIVE

(Street)
WARREN NJ 07059

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MonoSol Rx Genpar, L.P.

(Last) (First) (Middle)
C/O AQUESTIVE THERAPEUTICS, INC.
30 TECHNOLOGY DRIVE

(Street)
WARREN NJ 07059

(City) (State) (Zip)
Explanation of Responses:
1. Represents shares of the Issuer's non-voting common stock. The non-voting shares will become regular voting common stock upon the consummation of the Issuer's initial public offering.
2. These securities are owned, as indicated, by MRX Partners, LLC ("MRX Partners"), MonoLine Rx, L.P. ("Monoline"), MonoLine Rx II, L.P. ("Monoline II"), MonoLine Rx III, L.P. ("Monoline III") and Monosol Rx Genpar, L.P. ("Monosol Rx Genpar," and collectively with MRX Partners, Monoline, Monoline II and Monoline III, the "Monosol Entities"). Bratton Capital Management L.P. ("Bratton Capital Management") is the general partner of each of the Monosol Entities (other than Monoline Rx Genpar); Bratton Capital Inc. ("Bratton") is the general partner of Bratton Capital Management and Monosol Rx Genpar; and the Reporting Person, Douglas K. Bratton, is the sole director of Bratton.
3. The Monosol Entities are each ultimately controlled by Mr. Bratton; Mr. Bratton has voting and investment power over all shares held by the Monosol Entities; and Bratton Capital Management, Bratton, and Mr. Bratton may each be deemed to beneficially own all shares held of record by the Monosol Entities. Each such entity and Mr. Bratton disclaims beneficial ownership of the reported securities except to the extent of its or his respective pecuniary interest therein.
4. These securities are owned of record by MRX Partners.
5. These securities are owned of record by Monoline.
6. These securities are owned of record by Monoline II.
7. These securities are owned of record by Monoline III.
8. These securities are owned of record by Monosol Rx Genpar.
By: Robert Arnold, as Attorney-in-Fact for Douglas Bratton 07/24/2018
By: Robert Arnold, as Attorney-in-Fact for Douglas Bratton, Authorized Signatory for MRX Partners, LLC 07/24/2018
By: Robert Arnold, as Attorney-in-Fact for Douglas Bratton, Authorized Signatory for MonoLine Rx, L.P. 07/24/2018
By: Robert Arnold, as Attorney-in-Fact for Douglas Bratton, Authorized Signatory for MonoLine Rx II, L.P. 07/24/2018
By: Robert Arnold, as Attorney-in-Fact for Douglas Bratton, Authorized Signatory for MonoLine Rx III, L.P. 07/24/2018
By: Robert Arnold, as Attorney-in-Fact for Douglas Bratton, Authorized Signatory for Monosol Rx Genpar, L.P. 07/24/2018
** 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.

Exhibit 24
 
Limited Power of Attorney for Section 16 Reporting Obligations

Know all by these presents, that the undersigned hereby makes, constitutes and appoints John T. Maxwell, James Hoffman, Robert Arnold, Lori J. Braender and Ellen S. Knarr, and each of them acting individually without the other, as the undersigned's true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:

(1)           prepare, execute, acknowledge, deliver and file Forms 3, 4, and 5 (including any amendments thereto) with respect to the securities issued by Aquestive Therapeutics, Inc., a Delaware corporation (the "Company"), with the United States Securities and Exchange Commission, any national securities exchange and the Company, as considered necessary or advisable under Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the "Exchange Act");

(2)          seek or 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 any such information to the undersigned and approves and ratifies any such release of information; and

(3)          perform any and all other acts which in the discretion of such attorney(s)-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing, including, without limitation, preparing, executing, acknowledging, delivering and filing in the undersigned's name and on the undersigned's behalf, and submitting to the SEC a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain and renew codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Exchange Act.

The undersigned acknowledges that:

(1)          this Limited Power of Attorney authorizes, but does not require, such attorneys-in-fact to act in their discretion on information provided to such attorneys-in-fact without independent verification of such information;

(2)          any documents prepared and/or executed by such attorneys-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorneys-in-fact, in his or their discretion, deem necessary or desirable;

(3)          neither the Company nor such attorneys-in-fact assume (i) any liability for the undersigned's responsibility to comply with the requirements of 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 l 6(b) of the Exchange Act; and
 

(4)          this Limited 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.
 
The undersigned hereby gives and grants the foregoing attorneys-in-fact, and each of them acting individually without the other, full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that such attorneys-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney.
 
This Limited Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 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.

[Signature  page follows]
 

IN WITNESS WHEREOF,  the  undersigned  has caused this Limited Power of Attorney to be executed  as of this 12 day of July, 2018.
 
 
/s/ Douglas Bratton
 
Douglas Bratton