Carlyle Group Inc. - 01 Aug 2022 Form 3 Insider Report for SOLENO THERAPEUTICS INC (SLNO)

Role
10%+ Owner
Signature
The Carlyle Group Inc., By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Chief Financial Officer
Issuer symbol
SLNO
Transactions as of
01 Aug 2022
Net transactions value
$0
Form type
3
Filing time
11 Aug 2022, 16:55:38 UTC
Previous filing
31 May 2022
Next filing
05 Aug 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding SLNO Common Stock 18,022,602 01 Aug 2022 See footnotes F1, F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding SLNO Stock Option (right to buy) 01 Aug 2022 Common Stock 20,000 $1.57 See footnotes F1, F2, F3, F4, F5
holding SLNO Stock Option (right to buy) 01 Aug 2022 Common Stock 12,357 $2.50 See footnotes F1, F2, F3, F5, F6
holding SLNO Stock Option (right to buy) 01 Aug 2022 Common Stock 9,530 $3.41 See footnotes F1, F2, F3, F5, F6
holding SLNO Stock Option (right to buy) 01 Aug 2022 Common Stock 40,000 $2.24 See footnotes F1, F2, F3, F5, F6
holding SLNO Stock Option (right to buy) 01 Aug 2022 Common Stock 31,862 $1.02 See footnotes F1, F2, F3, F5, F6
holding SLNO Warrants 01 Aug 2022 Common Stock 7,720,000 $0.3000 See footnotes F1, F2, F3, F7
holding SLNO Warrants 01 Aug 2022 Common Stock 233,463 $2.00 See footnotes F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Reflects securities held of record by Abingworth Bioventures VII LP ("ABV VII"). ABV VII has delegated to Abingworth LLP ("Abingworth") all investment and dispositive power over the securities held of record by ABV VII.
F2 The Carlyle Group Inc., which is a publicly traded entity listed on Nasdaq, is the sole shareholder of Carlyle Holdings I GP Inc., which is the sole member of Carlyle Holdings I GP Sub L.L.C., which is the general partner of Carlyle Holdings I L.P., which, with respect to the securities reported herein, is the managing member of CG Subsidiary Holdings L.L.C., which is the managing member of TC Group, L.L.C., which is the managing member of Carlyle Investment Management, L.L.C., which is the sole member of Carlyle Genesis UK LLC (each of the foregoing entities, the "Carlyle Entities").
F3 On August 1, 2022, entities affiliated with The Carlyle Group Inc. acquired Abingworth (the "Acquisition"). Following the Acquisition, Carlyle Genesis UK LLC became the principal member of Abingworth LLP. As a result, each of the Carlyle Entities may be deemed to have acquired beneficial ownership of the securities held of record by ABV VII or beneficially owned by Abingworth. Each of them disclaims beneficial ownership of such securities, except to the extent of their pecuniary interest therein.
F4 The stock option will vest in 48 substantially equal monthly installments commencing on December 21, 2018.
F5 Under an agreement between Andrew Sinclair and Abingworth, Dr. Sinclair is deemed to hold the stock option and any shares of Common Stock issuable upon exercise of the stock option for the benefit of ABV VII, and must exercise the stock option solely upon the direction of Abingworth.
F6 The stock option is fully vested and exerciseable.
F7 The warrants contain a provision prohibiting exercise to the extent that the holder, together with its affiliates, would beneficially own in excess of 4.99% of the total number of shares of Common Stock then issued and outstanding.

Remarks:

Following the Acquisition, the Carlyle Entities, ABV VII and Abingworth intend to file Section 16 reports jointly.