SEC Form 3 · accession 0000905718-18-000997
SOLENO THERAPEUTICS INC · SLNO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Abingworth LLP
10% Owner
Period of report
Dec 21, 2018
Accepted (ET)
Dec 27, 2018 · 4:12 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 | holding | — | — | — | 4,669,272 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantF1 | $2.00 | holding | — | — | — | Dec 21, 2018 | Dec 21, 2023 | Common Stock $.001 par value | 233,463 | — | I |
| Stock Option (right to buy)F2,F3 | $1.57 | holding | — | — | — | — | Dec 21, 2028 | Common Stock $.001 par value | 20,000 | — | I |
Explanation of responses
- F1The shares are held by Abingworth Bioventures VII, LP ("Abingworth"). Abingworth Bioventures VII GP LP ("Abingworth GP") serves as the general partner of Abingworth. Abingworth General Partner VII LLP, serves as the general partner of Abingworth GP. Abingworth (acting by its general partner Abingworth GP, acting by its general partner Abingworth General Partner VII LLP) has delegated to Abingworth LLP ("ALLP"), all investment and dispositive power over the securities held by Abingworth. ALLP holds the reported securities indirectly through Abingworth. ALLP disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein. This report shall not be deemed an admission that the reporting person, Abingworth or any other person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
- F2These options (the "Options") were granted to Dr. Andrew Sinclair ("Sinclair"), a Partner of ALLP. ALLP provides advisory services to Abingworth. Under an agreement between Sinclair and ALLP, Sinclair is deemed to hold the Options and any shares of common stock issuable upon exercise of the Options for the benefit of ABV VII, and must exercise the Options solely upon the direction of ALLP.
- F3This option was granted on December 21, 2018 with respect to 20,000 Common Shares with 100% of the shares vesting in 48 equal monthly installments beginning on December 21, 2018.