SEC Form 4 · accession 0001209191-18-055186
Aravive, Inc. · ARAV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Raymond Tabibiazar
Director · 10% Owner
Period of report
Oct 12, 2018
Accepted (ET)
Oct 16, 2018 · 6:21 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 | 1,000,751 | — | A | 1,000,751 | 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 | $0.06 | Oct 12, 2018 | A | 46,322 | A | — | Apr 25, 2021 | Common Stock | 46,322 | 46,322 | D |
| Stock Option (Right to Buy)F3 | $0.06 | Oct 12, 2018 | A | 12,084 | A | — | Apr 25, 2021 | Common Stock | 12,084 | 12,084 | D |
| Stock Option (Right to Buy)F4 | $0.24 | Oct 12, 2018 | A | 51,682 | A | — | Sep 30, 2024 | Common Stock | 51,682 | 51,682 | D |
| Stock Option (Right to Buy)F5 | $0.24 | Oct 12, 2018 | A | 15,200 | A | — | Dec 31, 2024 | Common Stock | 15,200 | 15,200 | D |
| Stock Option (Right to Buy)F6 | $0.24 | Oct 12, 2018 | A | 15,200 | A | — | Mar 31, 2025 | Common Stock | 15,200 | 15,200 | D |
| Stock Option (Right to Buy)F7 | $0.24 | Oct 12, 2018 | A | 15,200 | A | — | Jun 30, 2025 | Common Stock | 15,200 | 15,200 | D |
| Stock Option (Right to Buy)F8 | $0.24 | Oct 12, 2018 | A | 65,365 | A | — | Jun 30, 2025 | Common Stock | 65,365 | 65,365 | D |
| Stock Option (Right to Buy)F9 | $0.24 | Oct 12, 2018 | A | 254,177 | A | — | Jun 30, 2025 | Common Stock | 254,177 | 254,177 | D |
| Stock Option (Right to Buy)F10 | $0.24 | Oct 12, 2018 | A | 15,200 | A | — | Sep 30, 2025 | Common Stock | 15,200 | 15,200 | D |
| Stock Option (Right to Buy)F11 | $0.24 | Oct 12, 2018 | A | 15,200 | A | — | Dec 31, 2025 | Common Stock | 15,200 | 15,200 | D |
| Stock Option (Right to Buy)F12 | $0.24 | Oct 12, 2018 | A | 15,200 | A | — | Mar 31, 2026 | Common Stock | 15,200 | 15,200 | D |
| Stock Option (Right to Buy)F13 | $0.66 | Oct 12, 2018 | A | 57,002 | A | — | Jun 15, 2027 | Common Stock | 57,002 | 57,002 | D |
| Stock Option (Right to Buy)F14 | $0.90 | Oct 12, 2018 | A | 28,501 | A | — | Dec 14, 2027 | Common Stock | 28,501 | 28,501 | D |
| Stock Option (Right to Buy)F15 | $0.90 | Oct 12, 2018 | A | 28,501 | A | — | Mar 20, 2028 | Common Stock | 28,501 | 28,501 | 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.
- F10On September 30, 2015, Reporting Person was granted an option to purchase 40,000 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 15,200 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.
- F11On December 31, 2015, Reporting Person was granted an option to purchase 40,000 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 15,200 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.
- F12On March 31, 2016, Reporting Person was granted an option to purchase 40,000 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 15,200 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.
- F13On June 15, 2017, Reporting Person was granted an option to purchase 150,000 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 57,002 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.
- F14On December 14, 2017, Reporting Person was granted an option to purchase 75,000 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 28,501 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.
- F15On March 20, 2018, Reporting Person was granted an option to purchase 75,000 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 28,501 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.
- F2On April 26, 2011, Reporting Person was granted an option to purchase 121,897 shares of the common stock of Aravive at an exercise price of $0.02 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 46,332 shares of Issuer common stock (as adjusted for the stock split) at a per share exercise price of $0.06 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 April 26, 2011, Reporting Person was granted an option to purchase 31,799 shares of the common stock of Aravive at an exercise price of $0.02 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 12,084 shares of Issuer common stock (as adjusted for the stock split) at a per share exercise price of $0.06 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 October 1, 2014, Reporting Person was granted an option to purchase 136,000 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 51,682 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.
- F5On December 31, 2014, Reporting Person was granted an option to purchase 40,000 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 15,200 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.
- F6On March 31, 2015, Reporting Person was granted an option to purchase 40,000 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 15,200 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.
- F7On June 30, 2015, Reporting Person was granted an option to purchase 40,000 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 15,200 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.
- F8On July 1, 2015, Reporting Person was granted an option to purchase 172,006 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 65,365 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.
- F9On July 29, 2015, Reporting Person was granted an option to purchase 668,858 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 254,177 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.