SEC Form 4 · accession 0000947871-18-000156
PALVELLA THERAPEUTICS, INC. · PVLA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Feb 13, 2018
Accepted (ET)
Feb 15, 2018 · 4:57 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 StockF3,F5,F6 | Feb 13, 2018 | M | 6,057 | $4.68 | A | 5,506,787 | I | See Footnotes |
| Common StockF4,F5,F6 | Feb 13, 2018 | M | 58 | $4.68 | A | 49,328 | I | See Footnotes |
| Common StockF3,F5,F6 | Feb 13, 2018 | M | 1,765 | $5.08 | A | 5,508,552 | I | See Footnotes |
| Common StockF4,F5,F6 | Feb 13, 2018 | M | 17 | $5.08 | A | 49,345 | I | See Footnotes |
| Common StockF3,F5,F6 | Feb 13, 2018 | S | 7,822 | $8.98 | D | 5,500,730 | I | See Footnotes |
| Common StockF4,F5,F6 | Feb 13, 2018 | S | 75 | $8.98 | D | 49,270 | 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)F3,F5,F6,F1 | $4.68 | Feb 13, 2018 | M | 6,057 | D | — | Feb 15, 2018 | Common Stock | 6,057 | 0 | I |
| Stock Option (right to buy)F4,F5,F6,F1 | $4.68 | Feb 13, 2018 | M | 58 | D | — | Feb 15, 2018 | Common Stock | 58 | 0 | I |
| Stock Option (right to buy)F3,F5,F6,F2 | $5.08 | Feb 13, 2018 | M | 1,765 | D | — | Feb 15, 2018 | Common Stock | 1,765 | 0 | I |
| Stock Option (right to buy)F4,F5,F6,F2 | $5.08 | Feb 13, 2018 | M | 17 | D | — | Feb 15, 2018 | Common Stock | 17 | 0 | I |
Explanation of responses
- F1The stock options were included in an award to Chau Khuong, an employee of the Reporting Persons, made on October 25, 2017 for services as a director of the Issuer. The award included stock options relating to a total of 6,115 shares of the Issuer's Common Stock and was vested and exercisable on October 25, 2017. Mr. Khuong is no longer a director of the Issuer.
- F2The stock options were included in an award to Chau Khuong, an employee of the Reporting Persons, made on January 25, 2018 for services as a director of the Issuer. The award included stock options relating to a total of 1,782 shares of the Issuer's Common Stock and was vested and exercisable on January 25, 2018. Mr. Khuong is no longer a director of the Issuer.
- F3These 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"), a registered adviser under the Investment Advisors Act of 1940, as amended, is the managing member of GP III. By virtue of such relationships, GP III and Advisors may be deemed to have voting and investment power over the securities held by OPI III and as a result may be deemed to beneficially own such securities for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Advisors exercised this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the Shares held by OPI III.
- F4These Shares are held of record by OrbiMed Associates III, LP ("Associates III"). Advisors is the general partner of Associates III. By virtue of such relationships, Advisors 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. Advisors exercised this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the Shares held by Associates III.
- F5Samuel D. Isaly, who was included as a Reporting Person on previous reports under Section 16 of the Exchange Act filed by GP III and Advisors, is no longer subject to Section 16 with respect to securities of the Issuer.
- F6This report on Form 4 is jointly filed by GP III and Advisors. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under 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.