Carlyle Group Inc. - Sep 28, 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 John C. Redett, Chief Financial Officer
Stock symbol
SLNO
Transactions as of
Sep 28, 2023
Transactions value $
$1,911,098
Form type
4
Date filed
10/2/2023, 07:54 PM
Previous filing
Jul 5, 2023
Next filing
Oct 2, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % Price $ Shares After Date Ownership Footnotes
transaction SLNO Common Stock Conversion of derivative security $577K +330K +27.46% $1.75 1.53M Sep 28, 2023 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
transaction SLNO Tranche A Warrants Conversion of derivative security $0 -1.09M -100% $0.00 0 Sep 28, 2023 Common Stock 1.09M $1.75 See Footnotes F1, F2, F3, F4
transaction SLNO Prefunded Warrants Conversion of derivative security $1.33M +762K $1.75 762K Sep 28, 2023 Common Stock 762K $0.01 See Footnotes F1, F2, F3, F5

Carlyle Group Inc. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 On September 28, 2023, Abingworth Bioventures VII LP ("ABV VII") exercised the Tranche A Warrants, which resulted in the issuance of 329,930 shares of Common Stock and 762,126 prefunded warrants to purchase common stock (the "Prefunded Warrants").
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 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 ABV VII obtaining greater than 9.99% of the Issuer's voting securities.
F5 The Prefunded Warrants are immediately exercisable and do not expire. However, the Prefunded Warrants contain provisions preventing the Prefunded Warrants from being exercised if such exercise would result in ABV VII beneficially owning greater than 9.99% of the Issuer's voting securities.

Remarks:

Exhibit 24 - Power of Attorney.