SEC Form 4 · accession 0000899243-15-003494
SOLENO THERAPEUTICS INC · SLNO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Aug 14, 2015
Accepted (ET)
Aug 18, 2015 · 6:57 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001484565
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF3,F6 | Aug 14, 2015 | J | 1,039,059 | $0.00 | A | 4,833,314 | I | See footnote |
| Common StockF4,F7 | Aug 14, 2015 | J | 12,195 | $0.00 | A | 56,722 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrant (right to buy)F3,F5,F8,F6,F1 | $6.50 | Aug 14, 2015 | J | 247,100 | D | — | Feb 12, 2016 | Common Stock | — | 488,130 | I |
| Warrant (right to buy)F4,F5,F9,F7,F1 | $6.50 | Aug 14, 2015 | J | 2,900 | D | — | Feb 12, 2016 | Common Stock | — | 5,728 | I |
Explanation of responses
- F1The warrant to purchase Common Stock is exercisable, at the holder's option, into shares of Capnia's Common Stock as follows: (i) at any time until the 15-month anniversary of the date of issuance, the holder is entitled to purchase one share of Capnia Common Stock at a cash exercise price equal to $6.50 per share, or (ii) if, on any trading day after the four-month anniversary of the date of issuance of the warrant, and ending on the 15-month anniversary of the date of issuance of the warrant, the "market price" of a share of Capnia Common Stock is less than $6.50, then the holder of the warrant may exercise the warrant in a cashless exercise to obtain a number of shares of Capnia Common Stock equal to: 125% of the difference between (a) the quotient of (i) the product of (A) the number of warrant shares being exercised
- F2(Continued from Footnote 1) and (B) $6.50, divided by (ii) 85% of the arithmetic average of the sum of the five lowest per share volume weighted average prices for the 15 trading days on the Nasdaq Capital Market (or if not on the Nasdaq Capital Market, on Capnia's then principal trading market) immediately prior to the date of exercise, and (b) the number of warrant shares being exercised. The five lowest per share volume weighted average prices for the 15 trading days on the Nasdaq Capital Market ranged from $1.5042 to $1.9113, inclusive. The reporting person undertakes to provide to Capnia, any security holder of Capnia, or the staff of the Securities and Exchange Commission, upon request, full information regarding the five lowest per share volume weighted average prices for the 15 trading days on the Nasdaq Capital Market set forth in these Footnotes 1 and 2.
- F3The holder cashless exercised the warrant for 1,039,059 shares of Common Stock as disclosed in Footnotes 1 and 2 in lieu of cash exercising the warrant for an aggregate of 247,100 shares at a cash exercise price per share of $6.50.
- F4The holder cashless exercised the warrant for 12,195 shares of Common Stock as disclosed in Footnotes 1 and 2 in lieu of cash exercising the warrant for an aggregate of 2,900 shares at a cash exercise price per share of $6.50.
- F5The shares of Common Stock reported in Column 5 and 7 are the number of shares of Common Stock issuable upon cash exercise of the warrant. The reporting person elected to cashless exercise the warrant. See Footnotes 1 and 2 regarding the calculation for determining the number of shares of Common Stock issued upon cashless exercise of the warrant.
- F6The shares are held directly by Vivo Ventures Fund V L.P. ("Vivo Ventures Fund V"). The Reporting Person is the sole general partner of Vivo Ventures Fund V, and may be deemed to beneficially own such shares. The Reporting Person holds voting and dispositive power with respect to the securities held by Vivo Ventures Fund V. Edgar Engleman, M.D., Albert Cha, M.D., and certain other individuals are members of the Reporting Person and disclaim beneficial ownership of the securities held by Vivo Ventures Fund V except to the extent of any pecuniary interest therein.
- F7The shares are held directly by Vivo Ventures V Affiliates Fund L.P. ("Vivo Ventures V Affiliates Fund"). The Reporting Person is the sole general partner of Vivo Ventures V Affiliates Fund, and may be deemed to beneficially own such shares. The Reporting Person is the sole general partner of Vivo Ventures V Affiliates Fund, and may be deemed to beneficially own such shares. The Reporting Person holds voting and dispositive power with respect to the securities held by Vivo Ventures Fund V. Edgar Engleman, M.D., and certain other individuals are members of the Reporting Person and disclaim beneficial ownership of the securities held by Vivo Ventures Fund V except to the extent of any pecuniary interest therein.
- F8The shares represented in Column 9 represent the number of shares issuable upon cash exercise of the warrant at $6.50 per share following the cashless exercise of this warrant referenced in footnote 3.
- F9The shares represented in Column 9 represent the number of shares issuable upon cash exercise of the warrant at $6.50 per share following the cashless exercise of this warrant referenced in footnote 4.