5AM Partners VI, LLC - Jul 22, 2024 Form 4 Insider Report for Artiva Biotherapeutics, Inc. (ARTV)

Role
10%+ Owner
Signature
5AM Partners VI, LLC, By /s/ Kush Parmar, Managing Member
Stock symbol
ARTV
Transactions as of
Jul 22, 2024
Transactions value $
$14,709,203
Form type
4
Date filed
7/24/2024, 04:15 PM
Previous filing
Jul 18, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ARTV Common Stock Conversion of derivative security +1.06M 1.06M Jul 22, 2024 By 5AM Ventures VI, L.P. F1, F2
transaction ARTV Common Stock Other $1.15M +113K +10.67% $10.20* 1.17M Jul 22, 2024 By 5AM Ventures VI, L.P. F2, F3
transaction ARTV Common Stock Other $3.56M +349K $10.20* 349K Jul 22, 2024 By 5AM Opportunities II, L.P. F4, F5
transaction ARTV Common Stock Purchase $10M +833K +238.97% $12.00* 1.18M Jul 22, 2024 By 5AM Opportunities II, L.P. F5

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 Preferred Stock Conversion of derivative security -844K -100% 0 Jul 22, 2024 Common Stock 844K By 5AM Ventures VI, L.P. F1, F2
transaction ARTV Series B Preferred Stock Conversion of derivative security -215K -100% 0 Jul 22, 2024 Common Stock 215K By 5AM Ventures VI, L.P. F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

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 The shares are directly held by 5AM Ventures VI, L.P. ("Ventures VI"). 5AM Partners VI, LLC ("Partners VI") is the sole general partner of Ventures VI. Dr. Kush Parmar and Andrew J. Schwab are the managing members of Partners VI and may be deemed to have shared voting and investment power over the shares beneficially owned by Ventures VI. Each of Partners VI, Dr. Parmar, and Mr. Schwab disclaims beneficial ownership of such shares except to the extent of its or his respective pecuniary interest therein.
F3 Represents the conversion of outstanding simple agreement for future equity in the amount of $1,152,253.93 into shares of the Issuer's common stock upon closing of the Issuer's IPO at a 15% discount to the IPO price.
F4 Represents the conversion of outstanding simple agreement for future equity in the amount of $3,556,957.78 into shares of the Issuer's common stock upon closing of the Issuer's IPO at a 15% discount to the IPO price.
F5 Shares are held by 5AM Opportunities II, L.P. ("Opportunities II"). 5AM Opportunities II (GP), LLC ("Opportunities II GP") is the general partner of Opportunities II and may be deemed to have sole investment and voting power over the shares held by Opportunities II. Dr. Kush Parmar and Andrew J. Schwab are the managing members of Opportunities II GP and may be deemed to have shared voting and investment power over the shares beneficially owned by Opportunities II. Each of Opportunities II GP, Dr. Parmar and Mr. Schwab disclaims beneficial ownership of such shares except to the extent of its or his respective pecuniary interest therein.