SEC Form 4 · accession 0000947871-17-001023
PALVELLA THERAPEUTICS, INC. · PVLA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Samuel D Isaly
10% Owner
ORBIMED ADVISORS LLC
10% Owner
OrbiMed Capital GP III LLC
10% Owner
Period of report
Dec 18, 2017
Accepted (ET)
Dec 20, 2017 · 5:12 pm 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 StockF14,F16 | Dec 18, 2017 | M | 27,241 | $2.00 | A | 7,221,463 | I | See Footnotes |
| Common StockF15,F16 | Dec 18, 2017 | M | 259 | $2.00 | A | 65,657 | I | See Footnotes |
| Common StockF14,F16 | Dec 18, 2017 | M | 5,227 | $3.00 | A | 7,226,690 | I | See Footnotes |
| Common StockF15,F16 | Dec 18, 2017 | M | 50 | $3.00 | A | 65,707 | I | See Footnotes |
| Common StockF14,F16 | Dec 18, 2017 | M | 6,654 | $2.62 | A | 7,233,344 | I | See Footnotes |
| Common StockF15,F16 | Dec 18, 2017 | M | 63 | $2.62 | A | 65,770 | I | See Footnotes |
| Common StockF14,F16 | Dec 18, 2017 | M | 8,717 | $1.94 | A | 7,242,061 | I | See Footnotes |
| Common StockF15,F16 | Dec 18, 2017 | M | 83 | $1.94 | A | 65,853 | I | See Footnotes |
| Common StockF14,F16 | Dec 18, 2017 | M | 10,180 | $1.62 | A | 7,252,241 | I | See Footnotes |
| Common StockF15,F16 | Dec 18, 2017 | M | 97 | $1.62 | A | 65,950 | I | See Footnotes |
| Common StockF14,F16 | Dec 18, 2017 | M | 19,811 | $1.59 | A | 7,272,052 | I | See Footnotes |
| Common StockF15,F16 | Dec 18, 2017 | M | 189 | $1.59 | A | 66,139 | I | See Footnotes |
| Common StockF14,F16 | Dec 18, 2017 | M | 8,097 | $2.05 | A | 7,280,149 | I | See Footnotes |
| Common StockF15,F16 | Dec 18, 2017 | M | 77 | $2.05 | A | 66,216 | I | See Footnotes |
| Common StockF14,F16 | Dec 18, 2017 | M | 9,642 | $1.73 | A | 7,289,791 | I | See Footnotes |
| Common StockF15,F16 | Dec 18, 2017 | M | 92 | $1.73 | A | 66,308 | I | See Footnotes |
| Common StockF14,F16 | Dec 18, 2017 | M | 10,182 | $1.64 | A | 7,299,973 | I | See Footnotes |
| Common StockF15,F16 | Dec 18, 2017 | M | 97 | $1.64 | A | 66,405 | I | See Footnotes |
| Common StockF14,F16 | Dec 18, 2017 | M | 14,858 | $2.01 | A | 7,314,831 | I | See Footnotes |
| Common StockF15,F16 | Dec 18, 2017 | M | 142 | $2.01 | A | 66,547 | I | See Footnotes |
| Common StockF14,F16 | Dec 18, 2017 | M | 10,216 | $2.01 | A | 7,325,047 | I | See Footnotes |
| Common StockF15,F16 | Dec 18, 2017 | M | 97 | $2.01 | A | 66,644 | I | See Footnotes |
| Common StockF14,F16 | Dec 18, 2017 | M | 10,447 | $2.32 | A | 7,335,494 | I | See Footnotes |
| Common StockF15,F16 | Dec 18, 2017 | M | 99 | $2.32 | A | 66,743 | I | See Footnotes |
| Common StockF14,F16 | Dec 18, 2017 | M | 4,971 | $5.64 | A | 7,340,465 | I | See Footnotes |
| Common StockF15,F16 | Dec 18, 2017 | M | 47 | $5.64 | A | 66,790 | I | See Footnotes |
| Common StockF14,F16 | Dec 18, 2017 | S | 146,243 | $5.70 | D | 7,194,222 | I | See Footnotes |
| Common StockF15,F16 | Dec 18, 2017 | S | 1,392 | $5.70 | D | 65,398 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F14,F16,F1 | $2.00 | Dec 18, 2017 | M | 27,241 | D | — | Feb 15, 2018 | Common Stock | 27,241 | 0 | I |
| Stock Option (right to buy)F15,F16,F1 | $2.00 | Dec 18, 2017 | M | 259 | D | — | Feb 15, 2018 | Common Stock | 259 | 0 | I |
| Stock Option (right to buy)F14,F16,F2 | $3.00 | Dec 18, 2017 | M | 5,227 | D | — | Feb 15, 2018 | Common Stock | 5,227 | 0 | I |
| Stock Option (right to buy)F15,F16,F2 | $3.00 | Dec 18, 2017 | M | 50 | D | — | Feb 15, 2018 | Common Stock | 50 | 0 | I |
| Stock Option (right to buy)F14,F16,F3 | $2.62 | Dec 18, 2017 | M | 6,654 | D | — | Feb 15, 2018 | Common Stock | 6,654 | 0 | I |
| Stock Option (right to buy)F15,F16,F3 | $2.62 | Dec 18, 2017 | M | 63 | D | — | Feb 15, 2018 | Common Stock | 63 | 0 | I |
| Stock Option (right to buy)F14,F16,F4 | $1.94 | Dec 18, 2017 | M | 8,717 | D | — | Feb 15, 2018 | Common Stock | 8,717 | 0 | I |
| Stock Option (right to buy)F15,F16,F4 | $1.94 | Dec 18, 2017 | M | 83 | D | — | Feb 15, 2018 | Common Stock | 83 | 0 | I |
| Stock Option (right to buy)F14,F16,F5 | $1.62 | Dec 18, 2017 | M | 10,180 | D | — | Feb 15, 2018 | Common Stock | 10,180 | 0 | I |
| Stock Option (right to buy)F15,F16,F5 | $1.62 | Dec 18, 2017 | M | 97 | D | — | Feb 15, 2018 | Common Stock | 97 | 0 | I |
| Stock Option (right to buy)F14,F16,F6 | $1.59 | Dec 18, 2017 | M | 19,811 | D | — | Feb 15, 2018 | Common Stock | 19,811 | 0 | I |
| Stock Option (right to buy)F15,F16,F6 | $1.59 | Dec 18, 2017 | M | 189 | D | — | Feb 15, 2018 | Common Stock | 189 | 0 | I |
| Stock Option (right to buy)F14,F16,F7 | $2.05 | Dec 18, 2017 | M | 8,097 | D | — | Feb 15, 2018 | Common Stock | 8,097 | 0 | I |
| Stock Option (right to buy)F15,F16,F7 | $2.05 | Dec 18, 2017 | M | 77 | D | — | Feb 15, 2018 | Common Stock | 77 | 0 | I |
| Stock Option (right to buy)F14,F16,F8 | $1.73 | Dec 18, 2017 | M | 9,642 | D | — | Feb 15, 2018 | Common Stock | 9,642 | 0 | I |
| Stock Option (right to buy)F15,F16,F8 | $1.73 | Dec 18, 2017 | M | 92 | D | — | Feb 15, 2018 | Common Stock | 92 | 0 | I |
| Stock Option (right to buy)F14,F16,F9 | $1.64 | Dec 18, 2017 | M | 10,182 | D | — | Feb 15, 2018 | Common Stock | 10,182 | 0 | I |
| Stock Option (right to buy)F15,F16,F9 | $1.64 | Dec 18, 2017 | M | 97 | D | — | Feb 15, 2018 | Common Stock | 97 | 0 | I |
| Stock Option (right to buy)F14,F16,F10 | $2.01 | Dec 18, 2017 | M | 14,858 | D | — | Feb 15, 2018 | Common Stock | 14,858 | 0 | I |
| Stock Option (right to buy)F15,F16,F10 | $2.01 | Dec 18, 2017 | M | 142 | D | — | Feb 15, 2018 | Common Stock | 142 | 0 | I |
| Stock Option (right to buy)F14,F16,F11 | $2.01 | Dec 18, 2017 | M | 10,216 | D | — | Feb 15, 2018 | Common Stock | 10,216 | 0 | I |
| Stock Option (right to buy)F15,F16,F11 | $2.01 | Dec 18, 2017 | M | 97 | D | — | Feb 15, 2018 | Common Stock | 97 | 0 | I |
| Stock Option (right to buy)F14,F16,F12 | $2.32 | Dec 18, 2017 | M | 10,447 | D | — | Feb 15, 2018 | Common Stock | 10,447 | 0 | I |
| Stock Option (right to buy)F15,F16,F12 | $2.32 | Dec 18, 2017 | M | 99 | D | — | Feb 15, 2018 | Common Stock | 99 | 0 | I |
| Stock Option (right to buy)F14,F16,F13 | $5.64 | Dec 18, 2017 | M | 4,971 | D | — | Feb 15, 2018 | Common Stock | 4,971 | 0 | I |
| Stock Option (right to buy)F15,F16,F13 | $5.64 | Dec 18, 2017 | M | 47 | D | — | Feb 15, 2018 | Common Stock | 47 | 0 | I |
Explanation of responses
- F1The stock options were included in an award to Chau Khuong, an employee of the Reporting Persons, made on December 17, 2014 for services as a director of the Issuer. The award included stock options relating to a total of 30,000 shares of the Issuer's Common Stock and was scheduled to vest quarterly over three years beginning March 31, 2015, with 100% of the total shares vested and exercisable on March 31, 2018, subject to the director's provision of service to the issuer on each vesting date. Mr. Khuong is no longer a director of the Issuer.
- F10The stock options were included in an award to Chau Khuong, an employee of the Reporting Persons, made on January 25, 2017 for services as a director of the Issuer. The award included stock options relating to a total of 20,000 shares of the Issuer's Common Stock and was scheduled to vest in four equal installments on each of March 31, 2017, June 30, 2017, September 30, 2017 and December 31, 2017 with 100% of the total shares vested and exercisable on December 31, 2017, subject to the director's provision of service to the issuer on each vesting date. Mr. Khuong is no longer a director of the Issuer.
- F11The stock options were included in an award to Chau Khuong, an employee of the Reporting Persons, made on January 25, 2017 for services as a director of the Issuer. The award included stock options relating to a total of 10,313 shares of the Issuer's Common Stock and was vested and exercisable on January 25, 2017. Mr. Khuong is no longer a director of the Issuer.
- F12The stock options were included in an award to Chau Khuong, an employee of the Reporting Persons, made on April 25, 2017 for services as a director of the Issuer. The award included stock options relating to a total of 10,546 shares of the Issuer's Common Stock and was vested and exercisable on April 25, 2017. Mr. Khuong is no longer a director of the Issuer.
- F13The stock options were included in an award to Chau Khuong, an employee of the Reporting Persons, made on July 25, 2017 for services as a director of the Issuer. The award included stock options relating to a total of 5,018 shares of the Issuer's Common Stock and was vested and exercisable on July 25, 2017. Mr. Khuong is no longer a director of the Issuer.
- F14These Shares are held of record by OrbiMed Private Investments III, LP ("OPI III"). OrbiMed Capital GP III LLC ("GP III") is the general partner of OPI III, and OrbiMed Advisors LLC ("Advisors") is the managing member of GP III. Samuel D. Isaly ("Isaly"), a natural person, is the managing member of and owner of a controlling interest in Advisors. By virtue of such relationships, GP III, Advisors and Isaly may be deemed to have voting and investment power over the securities held by OPI III and as a result may be deemed to have beneficial ownership over such securities.
- F15These Shares are held of record by OrbiMed Associates III, LP ("Associates III"). Advisors is the general partner of Associates III. Isaly is the managing member of and owner of a controlling interest in Advisors. By virtue of such relationships, Advisors and Isaly may be deemed to have voting and investment power over the securities held by Associates III and as a result may be deemed to have beneficial ownership over such securities.
- F16This report on Form 4 is jointly filed by GP III, Advisors, and Isaly. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner for the purpose of Section 16 of the Exchange Act, or for any other purpose.
- F2The stock options were included in an award to Chau Khuong, an employee of the Reporting Persons, made on April 30, 2015 for services as a director of the Issuer. The award included stock options relating to a total of 5,277 shares of the Issuer's Common Stock and was vested and exercisable on April 30, 2015. Mr. Khuong is no longer a director of the Issuer.
- F3The stock options were included in an award to Chau Khuong, an employee of the Reporting Persons, made on July 15, 2015 for services as a director of the Issuer. The award included stock options relating to a total of 6,717 shares of the Issuer's Common Stock and was vested and exercisable on July 15, 2015. Mr. Khuong is no longer a director of the Issuer.
- F4The stock options were included in an award to Chau Khuong, an employee of the Reporting Persons, made on October 15, 2015 for services as a director of the Issuer. The award included stock options relating to a total of 8,800 shares of the Issuer's Common Stock and was vested and exercisable on October 15, 2015. Mr. Khuong is no longer a director of the Issuer.
- F5The stock options were included in an award to Chau Khuong, an employee of the Reporting Persons, made on January 15, 2016 for services as a director of the Issuer. The award included stock options relating to a total of 10,277 shares of the Issuer's Common Stock and was vested and exercisable on January 15, 2016. Mr. Khuong is no longer a director of the Issuer.
- F6The stock options were included in an award to Chau Khuong, an employee of the Reporting Persons, made on February 16, 2016 for services as a director of the Issuer. The award included stock options relating to a total of 20,000 shares of the Issuer's Common Stock and was scheduled to vest in four equal installments on each of March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016 with 100% of the total shares vested and exercisable on December 31, 2016, subject to the director's provision of service to the issuer on each vesting date. Mr. Khuong is no longer a director of the Issuer.
- F7The stock options were included in an award to Chau Khuong, an employee of the Reporting Persons, made on April 27, 2016 for services as a director of the Issuer. The award included stock options relating to a total of 8,174 shares of the Issuer's Common Stock and was vested and exercisable on April 27, 2016. Mr. Khuong is no longer a director of the Issuer.
- F8The stock options were included in an award to Chau Khuong, an employee of the Reporting Persons, made on July 25, 2016 for services as a director of the Issuer. The award included stock options relating to a total of 9,734 shares of the Issuer's Common Stock and was vested and exercisable on July 25, 2016. Mr. Khuong is no longer a director of the Issuer.
- F9The stock options were included in an award to Chau Khuong, an employee of the Reporting Persons, made on October 25, 2016 for services as a director of the Issuer. The award included stock options relating to a total of 10,279 shares of the Issuer's Common Stock and was vested and exercisable on October 25, 2016. Mr. Khuong is no longer a director of the Issuer.