SEC Form 4 · accession 0001144204-18-052316
ARVINAS, INC. · ARVN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Peter Kolchinsky
Other
Period of report
Oct 1, 2018
Accepted (ET)
Oct 3, 2018 · 4:36 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,F3,F4 | Oct 1, 2018 | C | 1,847,002 | — | A | 1,847,002 | I | See footnote |
| Common StockF1,F5,F3,F4 | Oct 1, 2018 | C | 291,410 | — | A | 2,138,412 | I | See footnote |
| Common StockF6,F7,F3,F4 | Oct 1, 2018 | P | 1,000,000 | $16.00 | A | 3,138,412 | 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 StockF8,F1,F3,F4 | — | Oct 1, 2018 | C | 6,002,761 | D | — | — | Common Stock | 1,847,002 | 0 | I |
| Series C Preferred StockF9,F1,F3,F4 | — | Oct 1, 2018 | C | 947,085 | D | — | — | Common Stock | 291,410 | 0 | I |
Explanation of responses
- F1With the closing of the Issuer's initial public offering, each 3.25 shares of preferred stock converted into one share of common stock. The preferred stock had no expiration date.
- F2Includes (a) 1,551,482 shares of Common Stock held by RA Capital Healthcare Fund, L.P. (the "Fund") and (b) 295,520 shares of Common Stock held in a separately managed account (the "Account").
- F3RA Capital Management, LLC (the "Adviser") is the general partner of the Fund and the investment adviser for the Account. Peter Kolchinsky is the sole manager of the Adviser. In their respective capacities, each of the Adviser and Dr. Kolchinsky may be deemed to beneficially own the reported securities for purposes of Section 13(d) of the Securities Exchange Act of 1934.
- F4The Adviser and Dr. Kolchinsky disclaim beneficial ownership of the reported securities for purposes of Rule 16a-1(a)(1) under the Exchange Act in reliance on Rule 16a-1(a)(1)(v) and (vii), respectively, and therefore disclaim any obligation to report ownership of the reported securities under Section 16(a) of the Exchange Act. The filing of this Form 4 shall not be construed as an admission that either the Adviser or Dr. Kolchinsky is or was, for purposes of Rule 16a-1(a)(1) under the Exchange Act, the beneficial owner of any of the securities reported herein. Dr. Kolchinsky and the Adviser disclaim beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a)(2) under the Exchange Act except to the extent of their pecuniary interest therein.
- F5Includes 1,788,690 shares held by the Fund and 349,722 shares held in the Account.
- F6Includes 827,049 shares of Common Stock held by the Fund and 172,951 held in the Account, in each case acquired in the Issuer's initial public offering.
- F7Includes 2,615,739 shares held by the Fund and 522,673 shares held in the Account.
- F8Includes 5,042,319 shares of Series B Preferred Stock held by the Fund and 960,442 shares of Series B Preferred Stock held in the Account.
- F9Includes 770,927 shares of Series C Preferred Stock held by the Fund and 176,158 shares of Series C Preferred Stock held in the Account.