Carlyle Group Inc. - May 8, 2023 Form 4 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
Stock symbol
SLNO
Transactions as of
May 8, 2023
Transactions value $
$1,270,000
Form type
4
Date filed
5/10/2023, 04:30 PM
Previous filing
Apr 4, 2023
Next filing
Jul 5, 2023

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
transaction SLNO Tranche A Warrants Purchase $483K +1.09M $0.44 1.09M May 8, 2023 Common Stock 1.09M $1.75 See Footnotes F1, F2, F3
transaction SLNO Tranche B Warrants Purchase $787K +1.78M $0.44 1.78M May 8, 2023 Common Stock 1.78M $2.50 See Footnotes F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The Tranche A Warrants are immediately exercisable and must be exercised within 30 days of announcement of positive top-line data from the randomized withdrawal period of the Issuer's Study C602 and will expire if positive top-line data is not announced prior to the 3.5 year anniversary of the date of issuance. However, the Tranche A Warrants contain provisions preventing the Tranche A Warrants from being exercised if such exercise would result Abingworth Bioventures VII LP ("ABV VII") obtaining greater than 9.99% of the Issuer's voting securities.
F2 Reflects securities held of record by ABV VII. 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 Carlyle Genesis UK LLC is the principal member of Abingworth LLP. ABV VII has delegated to Abingworth LLP all investment and dispositive power over the securities held of record by ABV VII. Each of the Carlyle Entities may be deemed to share beneficial ownership of the securities held of record by ABV VII or beneficially owned by Abingworth LLP. Each of them disclaims beneficial ownership of such securities, except to the extent of their pecuniary interest therein.
F4 The Tranche B Warrants are also immediately exercisable and expire upon the earlier of 3.5 years from the date of issuance and 30 days following receipt of U.S. Food and Drug Administration approval of DCCR for the treatment of PWS. However, the Tranche B Warrants contain provisions preventing the Tranche B Warrants from being exercised if such exercise would result in ABV VII obtaining greater than 9.99% of the Issuer's voting securities.