SEC Form 4 · accession 0001104659-18-060328
ARVINAS, INC. · ARVN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Scott M Rocklage
10% Owner
John D Diekman
10% Owner
5AM VENTURES III, L.P.
10% Owner
5AM Co-Investors III, L.P.
10% Owner
5AM Partners III, LLC
10% Owner
Andrew J. Schwab
10% Owner
Period of report
Oct 1, 2018
Accepted (ET)
Oct 3, 2018 · 4:24 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 StockF3,F1,F4 | Oct 1, 2018 | C | 2,862,649 | — | A | 2,862,649 | I | See footnotes |
| Common StockF3,F1,F4 | Oct 1, 2018 | C | 1,338,679 | — | A | 4,201,328 | I | See footnotes |
| Common StockF3,F1,F4 | Oct 1, 2018 | C | 662,864 | — | A | 4,864,192 | I | See footnotes |
| Common StockF3,F2,F4 | Oct 1, 2018 | C | 73,777 | — | A | 73,777 | I | See footnotes |
| Common StockF3,F2,F4 | Oct 1, 2018 | C | 34,500 | — | A | 108,277 | I | See footnotes |
| Common StockF3,F2,F4 | Oct 1, 2018 | C | 17,083 | — | A | 125,360 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Preferred StockF1,F4,F3 | — | Oct 1, 2018 | C | 9,303,611 | D | — | — | Common Stock | 2,862,649 | 0 | I |
| Series A Preferred StockF2,F4,F3 | — | Oct 1, 2018 | C | 239,776 | D | — | — | Common Stock | 73,777 | 0 | I |
| Series B Preferred StockF1,F4,F3 | — | Oct 1, 2018 | C | 4,350,709 | D | — | — | Common Stock | 1,338,679 | 0 | I |
| Series B Preferred StockF2,F4,F3 | — | Oct 1, 2018 | C | 112,128 | D | — | — | Common Stock | 34,500 | 0 | I |
| Series C Preferred StockF1,F4,F3 | — | Oct 1, 2018 | C | 2,154,311 | D | — | — | Common Stock | 662,864 | 0 | I |
| Series C Preferred StockF2,F4,F3 | — | Oct 1, 2018 | C | 55,522 | D | — | — | Common Stock | 17,083 | 0 | I |
Explanation of responses
- F1These Secruties are held of record by 5AM Ventures III, L.P. ("Ventures III").
- F2These Securities are held of record by 5AM Co-Investors III, L.P. ("Co-Investors III").
- F3On 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.
- F45AM Partners III, LLC ("Partners III") is the sole general partner of Ventures III and Co-Investors III. Dr. John D. Diekman, Andrew J. Schwab and Dr. Scott M. Rocklage, are the managing members of Partners III, and may be deemed to have shared voting and investment power over the shares beneficially owned by Ventures III and Co-Investors III. Each of Partners III, Dr. Diekman, Mr. Schwab and Dr. Rocklage disclaim beneficial ownership of such shares except to the extent of its or his pecuniary interest therein.