SEC Form 4 · accession 0000899243-18-026089
ARVINAS, INC. · ARVN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Oct 1, 2018
Accepted (ET)
Oct 3, 2018 · 5:45 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 StockF1,F2 | Oct 1, 2018 | C | 4,989,554 | — | A | 4,989,554 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Preferred StockF2,F1 | — | Oct 1, 2018 | C | 9,543,387 | D | — | — | Common Stock | 2,936,426 | 0 | D |
| Series B Preferred StockF2,F1 | — | Oct 1, 2018 | C | 4,462,837 | D | — | — | Common Stock | 1,373,180 | 0 | D |
| Series C Preferred StockF2,F1 | — | Oct 1, 2018 | C | 2,209,833 | D | — | — | Common Stock | 679,948 | 0 | D |
Explanation of responses
- F1On October 1, 2018, the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock converted into Common Stock on a 3.25-for-one basis, upon the closing of the Issuer's initial public offering without payment of consideration. The Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock were convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares had no expiration date.
- F2The shares are held directly by Canaan IX L.P. (the "Canaan Fund"). The sole general partner of the Canaan Fund is Canaan Partners IX LLC ("Canaan IX", and together with the Canaan Fund, the "Canaan Entities"), and may be deemed to have sole voting, investment and dispositive power with respect to the shares held by the Canaan Fund. Canaan IX disclaims Section 16 beneficial ownership of the securities held by the Canaan Fund, except to the extent of its pecuniary interest therein, if any.
Remarks
Exhibit 24 - Power of Attorney (incorporated herein by reference to the Power of Attorney filed as Exhibit 24 to the Form 3 filed by the Reporting Persons on September 26, 2018) and Exhibit 99 - Joint Filer Information