SEC Form 4 · accession 0000899243-18-026073

ARVINAS, INC. · ARVN

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Liam Ratcliffe

Director

Period of report

Oct 1, 2018

Accepted (ET)

Oct 3, 2018 · 5:22 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001655759

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2,F3	Oct 1, 2018	C	1,108,202	—	A	1,108,202	I	See Footnote
Common Stock^F1,F2,F3	Oct 1, 2018	C	174,846	—	A	1,283,048	I	See Footnote
Common Stock^F2,F3	Oct 1, 2018	P	625,000	$16.00	A	1,908,048	I	See Footnote
Common Stock^F4,F5	Oct 1, 2018	P	375,000	$16.00	A	375,000	I	See Footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Series B Preferred Stock^F2,F3,F1	—	Oct 1, 2018	C	3,601,657	D	—	—	Common Stock	1,108,202	0	I
Series C Preferred Stock^F2,F3,F1	—	Oct 1, 2018	C	568,252	D	—	—	Common Stock	174,846	0	I

Explanation of responses

F1All Series B Preferred Stock and Series C Preferred Stock automatically converted into shares of the Issuer's Common Stock on a 3.25-for-one basis upon the closing of the Issuer's initial public offering without payment of further consideration. The shares had no expiration date.
F2These shares are held directly by New Leaf Ventures III, L.P. ("NLV-III"). The general partner of NLV-III is New Leaf Venture Associates III, L.P. ("NLVA-III"). The general partner of NLVA-III is New Leaf Venture Management III, L.L.C. ("Management-III"). Each of NLVA-III and Management-III disclaim beneficial ownership of these securities and this report shall not be deemed an admission that NLVA-III or Management-III are beneficial owners of such securities for purposes of Section 16 or any other purpose, except to the extent of their respective pecuniary interests therein. The Reporting Person, Ronald M. Hunt and Vijay K. Lathi are the managers of Management-III (each, a "NLV-III Manager" and collectively, the " NLV-III Managers") and may each be deemed to have shared voting and investment power with respect to these securities.
F3(Continued from Footnote 2) The Reporting Person and each of the NLV-III Managers disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.
F4These shares are held directly by New Leaf Ventures Biopharma Opportunities II, L.P. ("BPO-II"). The general partner of BPO-II is New Leaf BPO Associates II, L.P. ("NLBA-II"). The general partner of NLBA-II is New Leaf BPO Management II, L.L.C. ("BPO Management-II"). Each of NLBA-II and BPO Management-II disclaim beneficial ownership of these securities and this report shall not be deemed an admission that NLBA-II or BPO Management-II are beneficial owners of such securities for purposes of Section 16 or any other purpose, except to the extent of their respective pecuniary interests therein. The Reporting Person, a member of the Issuer's board of directors, Ronald M. Hunt, Vijay K. Lathi and Isaac J. Manke are the managers of BPO Management-II (each, a "BPO-II Manager" and collectively, the "BPO-II Managers") and may each be deemed to have shared voting and investment power with respect to these securities.
F5(Continued from Footnote 4) The Reporting Person and each of the BPO-II Managers disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.