SEC Form 3 · accession 0001140361-17-047385
SOLENO THERAPEUTICS INC · SLNO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Larry N Feinberg
10% Owner
ORACLE PARTNERS LP
10% Owner
ORACLE INVESTMENT MANAGEMENT INC
10% Owner
Oracle Associates LLC
10% Owner
Period of report
Dec 15, 2017
Accepted (ET)
Dec 26, 2017 · 4:24 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 shareF1,F4 | holding | — | — | — | 1,628,223 | I | See footnotes | |
| Common Stock, par value $0.001 per shareF2,F4 | holding | — | — | — | 217,096 | I | See footnotes | |
| Common Stock, par value $0.001 per shareF3,F4 | holding | — | — | — | 542,741 | I | See footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrants to acquire Common StockF4,F7,F5,F6 | $2.00 | holding | — | — | — | — | — | Common Stock | 1,672,000 | — | I |
Explanation of responses
- F1These securities are owned by Oracle Partners, L.P. ("Partners").
- F2These securities are owned by Oracle Institutional Partners, L.P. ("Institutional Partners").
- F3These securities are owned by Oracle Ten Fund Master, L.P. ("Ten Fund").
- F4Larry N. Feinberg serves as the managing member of Oracle Associates, LLC, the general partner of Partners, Institutional Partners and Ten Fund, and accordingly, may be deemed to be the indirect beneficial owner of the shares beneficially owned by Partners, Institutional Partners and Ten Fund. Mr. Feinberg is the sole shareholder, director and president of Oracle Investment Management, Inc., which serves as investment manager to Partners, Institutional Partners and Ten Fund, and accordingly, may be deemed to be the beneficial owner of the shares beneficially owned by Partners, Institutional Partners and Ten Fund. Mr. Feinberg disclaims beneficial ownership of all such shares except to the extent of his pecuniary interest therein.
- F5This figure represents warrants for 1,672,000 shares of Common Stock which are currently exercisable. The reporting person also owns warrants for 95,164 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").
- F6The warrants expire on the earlier to occur of (i) December 15, 2020 and (ii) 30 days following the announcement of positive Phase III results for Diazoxide Choline Controlled-Release tablet in Prader-Willi syndrome.
- F7Partners owns warrants for 1,204,885 shares of Common Stock, Institutional Partners owns warrants for 160,651 shares of Common Stock and Ten Fund owns warrants for 401,628 shares of Common Stock. Warrants for 95,164 shares of Common Stock are not currently exercisable due to the 19.99% Limitation.
Remarks
Exhibit List: Exhibit 99.1 - Joint Filer Information and Signatures