SEC Form 4 · accession 0000899243-17-029271
SOLENO THERAPEUTICS INC · SLNO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Edgar Engleman
Director · 10% Owner
Period of report
Dec 15, 2017
Accepted (ET)
Dec 19, 2017 · 9:55 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,F6,F7 | Dec 15, 2017 | P | 1,072,888 | $1.8425 | A | 4,020,948 | I | See footnote |
| Common StockF2,F6,F7 | Dec 15, 2017 | P | 12,592 | $1.8425 | A | 4,033,540 | 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)F1,F4,F6,F7,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)F2,F5,F6,F7,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"). Vivo Ventures V, LLC ("Vivo V LLC") is the sole general partner of Vivo Ventures Fund V, and may be deemed to beneficially own such securities. Vivo V LLC 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 Vivo V LLC 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"). Vivo V LLC is the sole general partner of Vivo Ventures V Affiliates Fund, and may be deemed to beneficially own such securities. Vivo V LLC 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 Vivo V LLC 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 Vivo Ventures Fund V 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 Vivo Ventures V Affiliates Fund 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.
- F6The shares are held directly by Vivo Ventures Fund V, Vivo Ventures V Affiliates Fund, Biotechnology Development Fund II, L.P ("BDF II Fund"), Biotechnology Development Fund IV, LP, Biotechnology Development Fund IV Affiliates, L.P., and BDF IV Annex Fund, L.P. ("BDF IV Funds"). Vivo V LLC is the sole general partner of Vivo Ventures Fund V and Vivo Ventures V Affiliates Fund, and may be deemed to beneficially own such shares. Vivo V LLC holds voting and dispositive power with respect to the securities held by Vivo Ventures Fund V and Vivo Ventures V Affiliates Fund. BioAsia Management LLC is the general partner of BDF II Fund and may be deemed to beneficially own the common stock of Issuer owned by BDF II Fund. BioAsia Investments IV, LLC ("BAI IV") is the sole general partner of BDF IV Funds and may be deemed to beneficially own the common stock of Issuer owned by BDF IV Funds.
- F7(Continued from Footnote 6) BioAsia Management LLC, BAI IV and Vivo V LLC each disclaims beneficial ownership of the common stock of Issuer held by each of BDF II Fund, BDF IV Funds, Vivo Ventures Fund V and Vivo Ventures V Affiliates Fund respectively, except to the extent of its pecuniary interest therein. Edgar Engleman, Frank Kung and Anselm Leung are the voting members of BioAsia Management LLC, Edgar Engleman and Frank Kung are the voting members of BAI IV, and Edgar Engleman, Frank Kung and Albert Cha are the voting members of Vivo V LLC and they disclaim beneficial ownership of the securities held by BDF II Fund, BDF IV Funds, Vivo Ventures Fund V or the Vivo Ventures V Affiliates Fund, except to the extent of any pecuniary interest therein.