SEC Form 4 · accession 0001209191-18-055185
Aravive, Inc. · ARAV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Vinay Shah
Officer — Chief Financial Officer
Period of report
Oct 12, 2018
Accepted (ET)
Oct 16, 2018 · 6:19 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001513818
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Oct 12, 2018 | A | 178,606 | — | A | 178,606 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F2 | $0.24 | Oct 12, 2018 | A | 19,380 | A | — | Sep 30, 2024 | Common Stock | 19,380 | 19,380 | D |
| Stock Option (Right to Buy)F3 | $0.66 | Oct 12, 2018 | A | 38,001 | A | — | Jun 15, 2027 | Common Stock | 38,001 | 38,001 | D |
| Stock Option (Right to Buy)F4 | $0.90 | Oct 12, 2018 | A | 19,000 | A | — | Dec 14, 2027 | Common Stock | 19,000 | 19,000 | D |
| Stock Option (Right to Buy)F5 | $0.90 | Oct 12, 2018 | A | 19,000 | A | — | Mar 20, 2028 | Common Stock | 19,000 | 19,000 | D |
Explanation of responses
- F1Shares of common stock of the corporation known as Aravive Biologics, Inc. ("Aravive") were converted into shares of the Issuer pursuant to that certain Agreement and Plan of Merger and Reorganization, dated as of June 3, 2018, by and among the Issuer, Velo Merger Sub, Inc. and Aravive (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, each share of Aravive common stock was exchanged for 2.2801 shares of the Issuer's common stock, subject to adjustment for any reverse stock split. Following the merger, the Issuer effected a reverse stock split at a ratio of one new share for every six shares of Issuer common stock outstanding and the Issuer changed its name to Aravive, Inc. All share and option numbers reflect the reverse stock split.
- F2On October 1, 2014, Reporting Person was granted an option to purchase 51,000 shares of the common stock of Aravive at an exercise price of $0.09 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 19,380 shares of Issuer common stock (as adjusted for the stock split) at a per share exercise price of $0.24 per share (as adjusted for the stock split). The option is fully vested with respect to all of the underlying shares and exercisable as of the effective date of the merger.
- F3On June 15, 2017, Reporting Person was granted an option to purchase 100,000 shares of the common stock of Aravive at an exercise price of $0.23 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 38,001 shares of Issuer common stock (as adjusted for the stock split) at a per share exercise price of $0.66 per share (as adjusted for the stock split). The option is fully vested with respect to all of the underlying shares and exercisable as of the effective date of the merger.
- F4On December 14, 2017, Reporting Person was granted an option to purchase 50,000 shares of the common stock of Aravive at an exercise price of $0.34 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 19,000 shares of Issuer common stock (as adjusted for the stock split) at a per share exercise price of $0.90 per share (as adjusted for the stock split). The option is fully vested with respect to all of the underlying shares and exercisable as of the effective date of the merger.
- F5On March 20, 2018, Reporting Person was granted an option to purchase 50,000 shares of the common stock of Aravive at an exercise price of $0.34 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 19,000 shares of Issuer common stock (as adjusted for the stock split) at a per share exercise price of $0.90 per share (as adjusted for the stock split). The option is fully vested with respect to all of the underlying shares and exercisable as of the effective date of the merger.