venBio Global Strategic Fund III, L.P. - 22 Jul 2024 Form 4 Insider Report for Artiva Biotherapeutics, Inc. (ARTV)

Role
10%+ Owner
Signature
venBio Global Strategic Fund III, L.P., by: venBio Global Strategic GP III, L.P., its general partner, by: venBio Global Strategic GP III, Ltd., its general partner, by: /s/ Antoinette Delhonte, as attorney-in-fact
Issuer symbol
ARTV
Transactions as of
22 Jul 2024
Net transactions value
+$4,999,992
Form type
4
Filing time
22 Jul 2024, 20:26:49 UTC
Previous filing
18 Jul 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ARTV Common Stock Conversion of derivative security +843,592 843,592 22 Jul 2024 Direct F1, F2
transaction ARTV Common Stock Conversion of derivative security +214,692 +25% 1,058,284 22 Jul 2024 Direct F1, F2
transaction ARTV Common Stock Other +461,687 +44% 1,519,971 22 Jul 2024 Direct F2, F3
transaction ARTV Common Stock Purchase $4,999,992 +416,666 +27% $12.00* 1,936,637 22 Jul 2024 Direct F2

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 ARTV Series A Convertible Preferred Stock Conversion of derivative security -843,592 -100% 0 22 Jul 2024 Common Stock 843,592 Direct F1, F2
transaction ARTV Series B Convertible Preferred Stock Conversion of derivative security -214,692 -100% 0 22 Jul 2024 Common Stock 214,692 Direct F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

venBio Global Strategic Fund III, L.P. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Each share of Series A Preferred Stock and Series B Preferred Stock (collectively, the "Preferred Stock") converted into shares of Common Stock of the Issuer on a one-for-one basis without payment of further consideration. Upon the closing of the Issuer's initial public offering (the "IPO"), the Preferred Stock was converted into the number of shares of Common Stock of the Issuer shown in column 7 of Table II. The Preferred Stock had no expiration date.
F2 These securities are held directly by venBio Global Strategic Fund III, L.P., a Cayman Islands partnership ("venBio III"). venBio Global Strategic GP III, L.P., a Cayman Islands partnership ("venBio GP") is the sole general partner of venBio III. venBio Global Strategic GP III, Ltd., a Cayman Islands company ("venBio Ltd") is the sole general partner of venBio GP. Robert Adelman and Corey Goodman, each a citizen of the United States (collectively, the "Directors") are each a director of venBio Ltd and may be deemed to share voting and dispositive power over the securities held directly by venBio III. Each of the Directors, together with venBio Ltd and venBio GP, disclaims beneficial ownership over the securities held directly by venBio III except to the extent of their pecuniary interest therein.
F3 Represents the conversion of outstanding simple agreement for future equity in the amount of approximately $4,709,212 into shares of the Issuer's common stock upon closing of the Issuer's IPO at a 15% discount to the $12 IPO price, or $10.20.

Remarks:

Dr. Aaron Royston is a director of venBio Ltd. However, Dr. Royston disclaims beneficial ownership over the securities held by venBio III.