Abingworth LLP - 21 Dec 2018 Form 4 Insider Report for SOLENO THERAPEUTICS INC (SLNO)

Role: 10%+ Owner
Signature: /s/ John Heard, as attorney-in-fact
Issuer symbol: SLNO
Transactions as of: 21 Dec 2018
Net transactions value: $0
Form type: 4
Filing time: 31 Mar 2022, 17:31:44 UTC
Next filing: 18 May 2021
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SLNO	Common Stock	Purchase		+7,720,000	+75%		18,022,602	29 Mar 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
transaction	SLNO	Stock Option (right to buy)	Award	$0	+20,000		$0.000000	20,000	21 Dec 2018	Common Stock	20,000	$1.57	See footnotes	F1, F4, F5, F6
transaction	SLNO	Stock Option (right to buy)	Award	$0	+13,000		$0.000000	13,000	10 Jun 2019	Common Stock	13,000	$2.50	See footnotes	F1, F4, F5, F7
transaction	SLNO	Stock Option (right to buy)	Award	$0	+9,530		$0.000000	9,530	18 May 2020	Common Stock	9,530	$3.41	See footnotes	F1, F4, F5, F8
transaction	SLNO	Stock Option (right to buy)	Award	$0	+40,000		$0.000000	40,000	08 Jan 2021	Common Stock	40,000	$2.24	See footnotes	F1, F4, F5, F9
transaction	SLNO	Stock Option (right to buy)	Award	$0	+31,862		$0.000000	31,862	01 Jun 2021	Common Stock	31,862	$1.02	See footnotes	F1, F4, F5, F10
transaction	SLNO	Warrant (right to buy)	Purchase		+7,720,000			7,720,000	29 Mar 2022	Common Stock	7,720,000	$0.3000	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	Abingworth Bioventures VII GP LP ("Abingworth GP") serves as the general partner of Abingworth Bioventures VII, LP ("ABV VII"). Abingworth General Partner VII LLP serves as the general partner of Abingworth GP. ABV VII (acting by its general partner Abingworth GP, acting by its general partner Abingworth General Partner VII LLP) has delegated to the Reporting Person all investment and dispositive power over the securities held by ABV VII.
F2	The securities of Soleno Therapeutics, Inc. (the "Issuer") are held by ABV VII. The Reporting Person holds the reported securities indirectly through ABV VII. The Reporting Person disclaims beneficial ownership of such securities, except to the extent of its pecuniary interest therein. This report shall not be deemed an admission that the Reporting Person, ABV VII, Dr. Andrew Sinclair or any other person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
F3	Each share of common stock was purchased together with one (1) warrant to purchase one (1) share of common stock for an aggregate price of $0.25.
F4	The option was granted to Dr. Sinclair, a director of the Issuer and a member of the investment committee of ABV VII (the "Investment Committee") which approves investment and voting decisions by majority vote. No individual member of the Investment Committee has the sole control or voting power over the securities held by ABV VII. Under an agreement between Dr. Sinclair and the Reporting Person, Dr. Sinclair is deemed to hold the option and any shares of common stock issuable upon exercise of the option, for the benefit of ABV VII, and must exercise the option solely upon the direction of the Reporting Person.
F5	ABV VII may be deemed the indirect beneficial owner of the option, and Dr. Sinclair may be deemed the indirect beneficial owner of the option through his indirect interest in ABV VII. Each of ABV VII, Abingworth GP, Abingworth General Partner VII LLP, Dr. Sinclair, the Reporting Person and each member of the Investment Committee disclaims beneficial ownership of the option except to the extent, if any, of its pecuniary interest therein. This report shall not be deemed an admission that the Reporting Person or any other person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
F6	The option vests in forty-eight (48) monthly installments commencing on December 21, 2018.
F7	The option fully vested on May 17, 2020.
F8	The option fully vested on May 18, 2021.
F9	The option fully vested on January 8, 2021.
F10	The option vests on the earlier of the twelve (12) month anniversary of June 1, 2021 or the day before the Issuer's next annual stockholder meeting, subject to Dr. Sinclair continuing to be a Service Provider through the vesting date.