RA CAPITAL MANAGEMENT, L.P. - 22 Jul 2024 Form 4 Insider Report for Artiva Biotherapeutics, Inc. (ARTV)

Role
Director, 10%+ Owner
Signature
/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P.
Issuer symbol
ARTV
Transactions as of
22 Jul 2024
Net transactions value
+$104,709,203
Form type
4
Filing time
24 Jul 2024, 16:27:11 UTC
Previous filing
22 Jul 2024
Next filing
13 Aug 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 +725,391 725,391 22 Jul 2024 See footnotes F1, F2, F3
transaction ARTV Common Stock Conversion of derivative security +264,571 264,571 22 Jul 2024 See footnotes F1, F2, F4
transaction ARTV Common Stock Conversion of derivative security +68,320 68,320 22 Jul 2024 See footnotes F1, F2, F5
transaction ARTV Common Stock Other $3,296,446 +323,181 +45% $10.20* 1,048,572 22 Jul 2024 See footnotes F2, F3, F6
transaction ARTV Common Stock Other $1,412,761 +138,506 $10.20* 138,506 22 Jul 2024 See footnotes F2, F7, F8
transaction ARTV Common Stock Purchase $91,740,084 +7,645,007 +729% $12.00* 8,693,579 22 Jul 2024 See footnotes F2, F3
transaction ARTV Common Stock Purchase $8,259,912 +688,326 +497% $12.00* 826,832 22 Jul 2024 See footnotes F2, F8

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 -564,372 -100% 0 22 Jul 2024 Common Stock 564,372 See footnotes F1, F2, F3
transaction ARTV Series A Preferred Stock Conversion of derivative security -210,898 -100% 0 22 Jul 2024 Common Stock 210,898 See footnotes F1, F2, F4
transaction ARTV Series A Preferred Stock Conversion of derivative security -68,320 -100% 0 22 Jul 2024 Common Stock 68,320 See footnotes F1, F2, F5
transaction ARTV Series B Preferred Stock Conversion of derivative security -161,019 -100% 0 22 Jul 2024 Common Stock 161,019 See footnotes F1, F2, F3
transaction ARTV Series B Preferred Stock Conversion of derivative security -53,673 -100% 0 22 Jul 2024 Common Stock 53,673 See footnotes F1, F2, F4
* 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 RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "Fund"), RA Capital Nexus Fund, L.P. (the "Nexus Fund"), RA Capital Nexus III Fund, L.P. (the "Nexus Fund III"), and a separately managed account (the "Account"). The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. The Adviser, the Adviser GP, the Fund, the Nexus Fund, the Nexus Fund III, Dr. Kolchinsky and Mr. Shah disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein.
F3 Held directly by the Fund.
F4 Held directly by the Nexus Fund.
F5 Held directly by the Account.
F6 Represents the conversion of outstanding simple agreement for future equity in the amount of $3,296,448.20 into shares of the Issuer's common stock upon closing of the Issuer's IPO at a 15% discount to the IPO price.
F7 Represents the conversion of outstanding simple agreement for future equity in the amount of $1,412,763.51 into shares of the Issuer's common stock upon closing of the Issuer's IPO at a 15% discount to the IPO price.
F8 Held directly by Nexus Fund III.

Remarks:

Laura Stoppel, a Principal of the Adviser, serves on the Issuer's board of directors