SEC Form 4 · accession 0000899243-17-029263
SOLENO THERAPEUTICS INC · SLNO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Dec 15, 2017
Accepted (ET)
Dec 19, 2017 · 8:44 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 | Dec 15, 2017 | P | 1,072,888 | $1.8425 | A | 3,888,137 | I | See footnote |
| Common StockF2 | Dec 15, 2017 | P | 12,592 | $1.8425 | A | 45,667 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock Warrant (Right to Buy)F4,F1,F3 | $2.00 | Dec 15, 2017 | P | 793,937 | A | Dec 15, 2017 | — | Common Stock | 793,937 | 793,937 | I |
| Common Stock Warrant (Right to Buy)F5,F2,F3 | $2.00 | Dec 15, 2017 | P | 9,318 | A | Dec 15, 2017 | — | Common Stock | 9,318 | 9,318 | I |
Explanation of responses
- F1The securities 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 securities. The Reporting Person holds voting and dispositive power with respect to the securities held by Vivo Ventures Fund V. Edgar Engleman, Albert Cha and Frank Kung 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.
- F2The securities 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 securities. The Reporting Person holds voting and dispositive power with respect to the securities held by Vivo Ventures V Affiliates Fund. Edgar Engleman, Albert Cha and Frank Kung are members of the Reporting Person and disclaim beneficial ownership of the securities held by Vivo Ventures V Affiliates Fund, except to the extent of any pecuniary interest therein.
- F3The warrant has a term of three years and, in the event of positive Phase III results for Diazoxide Choline Controlled-Release (DCCR) tablet in Prader-Willi syndrome (PWS), the warrant will expire 30 days from the announcement of such results.
- F4The reported securities are included within 1,072,888 units purchased by the Reporting Person for $1.8425 per unit. Each unit consists of one share of common stock and one warrant to acquire 74% of a share of common stock.
- F5The reported securities are included within 12,592 units purchased by the Reporting Person for $1.8425 per unit. Each unit consists of one share of common stock and one warrant to acquire 74% of a share of common stock.