SEC Form 4 · accession 0000899243-18-031746
SOLENO THERAPEUTICS INC · SLNO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jack W Schuler
10% Owner
Period of report
Dec 21, 2018
Accepted (ET)
Dec 26, 2018 · 9:47 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 Stock, par value $0.001 per share ("Common Stock")F1 | Dec 21, 2018 | P | 3,031,002 | $1.6063 | A | 4,550,678 | 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)F3,F1,F2 | $2.00 | Dec 21, 2018 | P | 151,550 | A | — | Dec 21, 2023 | Common Stock | 151,550 | 1,276,110 | I |
Explanation of responses
- F1The shares and warrants are held of record by the Jack W. Schuler Living Trust (the "Living Trust"). Jack W. Schuler serves as the sole trustee of the Living Trust, and in such capacity may be deemed to beneficially own the shares and warrants held by the Living Trust.
- F2The Living Trust owns warrants for 1,276,110 shares of Common Stock that are not currently exercisable due to restrictions on exercise that prevent the holder from exercising them to the extent it and its affiliates would beneficially own more than 19.99% of the Common Stock (the "19.99% Limitation").
- F3The reported securities are included within 3,031,002 units purchased by Partners for $1.60625 per unit. Each unit consists of one share of common stock and one warrant to acquire 5% of a share of Common Stock.