SEC Form 4 · accession 0000899243-17-007101
SOLENO THERAPEUTICS INC · SLNO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mahendra Shah
Director
Period of report
Mar 7, 2017
Accepted (ET)
Mar 9, 2017 · 9:52 pm EST
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 StockF1,F2,F3 | Mar 7, 2017 | A | 94,584 | — | A | 94,584 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock OptionF4 | $0.68 | Mar 7, 2017 | A | 20,000 | A | — | Mar 7, 2027 | Common Stock | 20,000 | 20,000 | D |
Explanation of responses
- F1The reporting person acquired these securities on March 7, 2017, as consideration for the reporting person's interest as a participant in the management carve-out plan of Essentialis, Inc., which was acquired by the Issuer, through a merger of a wholly-owned subsidiary of Issuer with and into Essentialis on March 7, 2017, pursuant to the Agreement and Plan of Merger dated December 22, 2016, by and among the Issuer, Merger Sub (as defined in the Merger Agreement), Essentialis and the Stockholders Representative (as defined therein) (the "Merger Agreement").
- F2Continued from Footnote 1 Under the terms of the Merger Agreement, a portion of the merger consideration was held back as partial recourse to satisfy indemnification claims made by the Issuer under the Merger Agreement, and such shares will be issued to former shareholders of Essentialis, participants in Essentialis' management carve-out plan and other service providers of Essentialis, upon the one-year anniversary of the closing of the Merger (subject to the limitations set forth in the Merger Agreement).
- F3Under the terms of Essentialis' management carve-out plan, the number of shares issuable to carve-out plan participants was determined using the closing price per share of Issuer common stock on March 7, 2017, or $0.68.
- F4One forty-eighth (1/48) of the shares subject to the Option shall vest on the first month anniversary of the Vesting Commencement Date (which is March 7, 2017), and shall continue to vest each month thereafter on the same day of the month as the Vesting Commencement Date (and if there is no corresponding day, on the last day of the month), such that all of the shares subject to the Option will have vested as of the fourth anniversary of the Vesting Commencement Date, subject to Participant continuing to be a Service Provider (as defined in the Plan) through each such date.