Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 26, 2022, the compensation committee (the "Compensation Committee") of the board of directors of Bellerophon Therapeutics, Inc., a Delaware corporation (the "Company") approved certain grants of restricted stock units ("RSUs") to employees of the Company pursuant to and subject to the terms of the Company's 2015 Equity Incentive Plan (the "2015 Equity Plan") and a form of Restricted Stock Unit Agreement (the "RSU Agreement") to be entered into by each such employee and the Company. In connection therewith, Peter Fernandes, Interim Principal Executive Officer of the Company, and Nicholas Laccona, Principal Financial Officer and Principal Accounting Officer of the Company, were granted 65,000 RSUs and 36,000 RSUs, respectively. The RSUs vest 50% on December 9, 2022 and the remaining 50% vest on December 8, 2023, subject to such individual's continued employment by the Company. Each RSU represents the right to receive one share of common stock, $0.01 par value per share, of the Company upon the vesting of the RSU, subject to the terms and conditions set forth in the 2015 Equity Plan and the RSU Agreement.

The foregoing terms and conditions of the RSUs are not complete and are qualified in their entirety by reference to the full text of the form of RSU Agreement, which is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits:



Exhibit No.    Description
                 Form of Restricted Sock Unit Agreement under 2015 Equity
  10.1         Incentive Plan
104            Cover Page Interactive Data File (Formatted as Inline XBRL)






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