SEC Form 4 · accession 0000921895-19-000178
PALVELLA THERAPEUTICS, INC. · PVLA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
BVF PARTNERS L P/IL
10% Owner
Inc/il Bvf
10% Owner
Mark N Lampert
10% Owner
BVF Partners OS Ltd.
Other
Period of report
Jan 30, 2019
Accepted (ET)
Feb 1, 2019 · 11:57 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001583648
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.001 par valueF1,F6,F2 | Jan 30, 2019 | J | 2,573,000 | — | D | 978,200 | D | |
| Common Stock, $0.001 par valueF1,F6,F3 | Jan 30, 2019 | J | 2,143,000 | — | D | 772,324 | D | |
| Common Stock, $0.001 par valueF1,F6,F4 | Jan 30, 2019 | J | 284,000 | — | D | 141,346 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B Convertible Preferred Stock, $0.001 par valueF6,F2 | — | Jan 30, 2019 | J | 2,573 | A | — | — | Common Stock, $0.001 par value | 2,573,000 | 2,573 | D |
| Series B Convertible Preferred Stock, $0.001 par valueF6,F3 | — | Jan 30, 2019 | J | 2,143 | A | — | — | Common Stock, $0.001 par value | 2,143,000 | 2,143 | D |
| Series B Convertible Preferred Stock, $0.001 par valueF6,F4 | — | Jan 30, 2019 | J | 284 | A | — | — | Common Stock, $0.001 par value | 284,000 | 284 | D |
| Series A Convertible Preferred Stock, $0.001 par valueF2,F5 | — | holding | — | — | — | — | — | Common Stock, $0.001 par value | 1,567,000 | 1,567 | D |
| Series A Convertible Preferred Stock, $0.001 par valueF3,F5 | — | holding | — | — | — | — | — | Common Stock, $0.001 par value | 1,021,000 | 1,021 | D |
| Series A Convertible Preferred Stock, $0.001 par valueF4,F5 | — | holding | — | — | — | — | — | Common Stock, $0.001 par value | 319,000 | 319 | D |
| Tranche A WarrantsF2,F7 | $2.00 | holding | — | — | — | — | — | Common Stock, $0.001 par value | 854,800 | 854,800 | D |
| Tranche A WarrantsF3,F7 | $2.00 | holding | — | — | — | — | — | Common Stock, $0.001 par value | 560,400 | 560,400 | D |
| Tranche A WarrantsF4,F7 | $2.00 | holding | — | — | — | — | — | Common Stock, $0.001 par value | 167,600 | 167,600 | D |
| Tranche B WarrantsF2,F8 | $3.00 | holding | — | — | — | — | — | Common Stock, $0.001 par value | 427,400 | 427,400 | D |
| Tranche B WarrantsF3,F8 | $3.00 | holding | — | — | — | — | — | Common Stock, $0.001 par value | 280,200 | 280,200 | D |
| Tranche B WarrantsF4,F8 | $3.00 | holding | — | — | — | — | — | Common Stock, $0.001 par value | 83,800 | 83,800 | D |
Explanation of responses
- F1This Form 4 is filed jointly by Biotechnology Value Fund, L.P. ("BVF"), Biotechnology Value Fund II, L.P. ("BVF2"), Biotechnology Value Trading Fund OS LP ("Trading Fund OS"), BVF Partners OS Ltd. ("Partners OS"), BVF Partners L.P. ("Partners"), BVF Inc. and Mark N. Lampert (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a Section 13(d) group that previously owned in the aggregate more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the shares of the Common Stock reported herein except to the extent of his or its pecuniary interest therein.
- F2Securities owned directly by BVF. As the general partner of BVF, Partners may be deemed to beneficially own the securities owned directly by BVF. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF.
- F3Securities owned directly by BVF2. As the general partner of BVF2, Partners may be deemed to beneficially own the securities owned directly by BVF2. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF2. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF2.
- F4Securities owned directly by Trading Fund OS. As the general partner of Trading Fund OS, Partners OS may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment manager of Trading Fund OS and the sole member of Partners OS, Partners may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by Trading Fund OS. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by Trading Fund OS.
- F5The Reporting Persons hold 2,907 shares of Series A Convertible Preferred Stock, (the "Series A Preferred Stock") convertible for an aggregate of 2,907,000 shares of Common Stock. Each share of Series A Preferred Stock is convertible into 1,000 shares of Common Stock. The Series A Preferred Stock is convertible at any time, at the holder's election, except that the Series A Preferred Stock may not be converted if, after such conversion, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), more than 9.99% of the number of shares of Common Stock then issued and outstanding.
- F6The Reporting Persons hold 5,000 shares of Series B Convertible Preferred Stock, (the "Series B Preferred Stock") convertible for an aggregate of 5,000,000 shares of Common Stock. Each share of Series B Preferred Stock is convertible into 1,000 shares of Common Stock. The Series B Preferred Stock is convertible at any time, at the holder's election, except that the Series B Preferred Stock may not be converted if, after such conversion, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Exchange Act, more than 9.99% of the number of shares of Common Stock then issued and outstanding.
- F7The Reporting Persons hold 1,582,800 Tranche A Warrants (the "A Warrants") exercisable for an aggregate of 1,582,800 shares of Common Stock. The A Warrants have an exercise price of $2.00 per share and expire on June 8, 2021. The A Warrants are exercisable at any time, at the holder's election, except that the A Warrants may not be exercised if, after such exercise, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Exchange Act, more than 9.99% of the number of shares of Common Stock then issued and outstanding.
- F8The Reporting Persons hold 791,400 Tranche B Warrants (the "B Warrants") exercisable for an aggregate of 791,400 shares of Common Stock. The B Warrants have an exercise price of $3.00 per share and expire on June 8, 2021. The B Warrants are exercisable at any time, at the holder's election, except that the B Warrants may not be exercised if, after such exercise, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Exchange Act, more than 9.99% of the number of shares of Common Stock then issued and outstanding.
- F9Pursuant to a letter agreement between the Issuer and certain of the Reporting Persons, the Reporting Persons agreed to exchange an aggregate of 5,000,000 shares of Common Stock in consideration for a total of 5,000 shares of Series B Preferred Stock.