SEC Form 4 · accession 0001144204-18-066041
SOLENO THERAPEUTICS INC · SLNO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Larry N Feinberg
10% Owner
Period of report
Dec 19, 2018
Accepted (ET)
Dec 21, 2018 · 4:16 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,F4,F5 | Dec 19, 2018 | P | 849,805 | $1.6063 | A | 2,519,346 | I | See footnote |
| Common StockF2,F4,F5 | Dec 19, 2018 | P | 283,268 | $1.6063 | A | 834,691 | I | See footnote |
| Common StockF3,F4,F5 | Dec 19, 2018 | P | 112,062 | $1.6063 | A | 329,158 | 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)F6,F1,F4,F5 | $2.00 | Dec 19, 2018 | P | 42,490 | A | Jun 19, 2019 | Dec 19, 2023 | Common Stock | 42,490 | 42,490 | I |
| Common Stock Warrant (Right to Buy)F7,F2,F4,F5 | $2.00 | Dec 19, 2018 | P | 14,163 | A | Jun 19, 2019 | Dec 19, 2023 | Common Stock | 14,163 | 14,163 | I |
| Common Stock Warrant (Right to Buy)F8,F3,F4,F5 | $2.00 | Dec 19, 2018 | P | 5,603 | A | Jun 19, 2019 | Dec 19, 2023 | Common Stock | 5,603 | 5,603 | I |
Explanation of responses
- F1These securities are owned by Oracle Partners, LP. ("Partners").
- F2These securities are owned by Oracle Ten Fund, L.P. ("Ten Fund").
- F3These securities are owned by Oracle Institutional Partners, L.P. ("Institutional Partners")
- 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.
- F5Each of the Reporting Persons identified in this statement disclaims beneficial ownership of the securities described in this statement, except to the extent of their individual respective pecuniary interest in such securities. The filing of this statement shall not be deemed an admission that any of the Reporting Persons identified in this statement are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any securities specified in this statement other than those directly beneficially owned by them.
- F6The reported securities are included within 849,805 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.
- F7The reported securities are included within 283,268 units purchased by Ten Fund 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.
- F8The reported securities are included within 112,062 units purchased by Institutional 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.